HomeMy WebLinkAboutORDINANCES-2017-052-O-179/20/2017
8/21 /2017
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AN ORDINANCE
Authorizing the City Manager to Enter into a Real Estate Contract
for the Sale of the Certain City -Owned Real Property at
1714 — 1718 Chicago Avenue
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: Legislative Statement.
At the time of passage of this ordinance, the City of Evanston owns real property
with a real property address of 1714 — 1718 Chicago Avenue, Evanston, Illinois, legally
described in Exhibit A attached hereto and incorporated herein by reference (the
"Subject Property")
The City Council of the City of Evanston determines that ownership of the
surface parking lot at the Subject Property is no longer necessary, appropriate,
required, or in the best interest of the City of Evanston. The City Council determined
that the best interest of the City of Evanston would be served by the sale of the Subject
Property to Chicago Avenue Partners, LLC, a Delaware limited liability company for the
development of an office building and subject to the conditions contained within the
agreement.
Pursuant to Ordinance 41-0-17, the City Council, by a vote of two-thirds (2/3) of
the elected Aldermen then holding office directed that the Subject Property be sold by
negotiation on behalf of the City. Negotiations commenced and concluded. The City
Manager recommends that a sale between the City of Evanston as Seller, and Chicago
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Avenue Partners, LLC, a Delaware limited liability company, as Buyer, be hereby
accepted by the City Council for the aforesaid Property legally described in Exhibit A.
The City Council finds and determines that the best interests of the City of Evanston
and its residents will be served by conveying the aforesaid Subject Property to Chicago
Avenue Partners LLC on terms consistent with the Agreement for Purchase and Sale
of Real Estate and in a form acceptable to the Corporation Counsel prior to
execution, the proposed agreement is attached as Exhibit B and incorporated herein
by reference (hereinafter, the "Agreement').
SECTION 2: That the negotiated sale of the Subject Property to Chicago
Avenue Partners LLC, as Buyer is hereby accepted by the City Council of the City of
Evanston for the real Property legally described in Exhibit A and commonly known as
1714 - 1718 Chicago Avenue, Evanston, Illinois.
SECTION 3: The City Manager is hereby authorized and directed to sign
the Agreement for Purchase and Sale of Real Estate, after it is in form acceptable to
the Corporation Counsel, and the City Clerk is hereby authorized and directed to attest,
the Agreement for Purchase and Sale of Real Estate in Exhibit B, pursuant to the terms
of which the Property shall be conveyed. The City Manager is further authorized to
negotiate any changes or additional terms and conditions with respect to the sale of the
aforesaid Property as the City Manager may deem fit and proper.
SECTION 4: The City Manager is hereby authorized and directed to
execute the Real Estate Sale Contract, and delivery such other documents,
agreements, and certificates as may be necessary to the sale herein authorized, which
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are in a form acceptable to the Corporation Counsel. The City Clerk is directed to attest
the signature on the Real Estate Sale Agreement.
SECTION 5: Pursuant to Subsection 1-17-4-2-(B) of the Evanston City
Code, 2012, as amended (the "City Code"), an affirmative vote of two-thirds (%) of the
elected Aldermen is required to accept the recommendation of the City Manager on the
negotiation authorized herein. The City reserves the right to reject any and all
negotiations.
SECTION 6: Pursuant to City Code Subsection 1-17-4-2-(B)-3, Notice of
Intent to Sell and Lease Certain Real Estate was published in the Evanston Review, a
newspaper in general circulation in the City, on August 24, 2017. Said publication was
neither less than fifteen (15) nor more than thirty (30) days before the date on which the
City Council considered adoption of this ordinance authorizing the City Manager to
execute a sales contract as the result of a negotiated sale.
SECTION 7: All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 8: This ordinance shall be in full force and effect from and after
its passage, approval, and publication in the manner provided by law.
SECTION 9: If any provision of this Ordinance or application thereof to
any person or circumstance is held unconstitutional or otherwise invalid, such
invalidity shall not affect other provisions or applications of this Ordinance that can be
given effect without the invalid application or provision, and each invalid application of
this Ordinance is severable.
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SECTION 10: The findings and recitals contained herein are declared to
be prima facie evidence of the law of the City and shall be received in evidence as
provided by the Illinois Compiled Statutes and the courts of the State of Illinois.
Ayes:
Nays:
Introduced: 12017
Adopted: 0Q,1 , 2017
Attest:
Devon Reid, City Clerk
Approved:
2 , 2017
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Approved as to form:
W. Grant Farrar, Corporation Counsel
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EXHIBIT A
LEGAL DESCRIPTION
Commonly known as: 1714 Chicago Avenue, Evanston, Illinois 60201
PIN: 11-18-208-015-0000
LOT 13 IN BLOCK 15 IN EVANSTON IN EAST FRACTIONAL HALF OF SECTION 18,
TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN
COOK COUNTY, ILLINOIS.
Commonly known as: 1718 Chicago Avenue, Evanston, Illinois 60201
PIN: 11-18-208-014-0000
THE SOUTH 11 FEET OF LOT 15 AND ALL OF LOT 14 IN BLOCK 15 IN EVANSTON
IN THE EAST FRACTIONAL HALF OF SECTION 18, TOWNSHIP 41 NORTH, RANGE
14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
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EXHIBIT B
REAL ESTATE PURCHASE AND SALE AGREEMENT
ME
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") made and entered
into as of the day of , 2017 (the "Execution Date"), by and between the City of
Evanston ("Seller") and Chicago Avenue Partners LLC, a Delaware limited liability company
('Purchaser").
WITNESSETH:
WHEREAS, Seller is the owner of that certain real property located in Cook County,
Illinois, being more particularly described on Exhibit A attached hereto and being located at
1714 — 1720 Chicago Avenue, Evanston, Illinois (the 'Property");
WHEREAS, Purchaser desires to purchase the "Subject Property" (as hereinafter defined)
and Seller desires to sell the Subject Property to Purchaser for the price and pursuant to the
terms, conditions and upon the representations hereinafter set forth.
NOW, THEREFORE, for and in consideration of the purchase price noted below and
other good and valuable consideration, the receipt whereof is hereby acknowledged by each
party hereto from the other party hereto, and a hereinafter receipted deposit and in consideration
of mutual covenants and conditions and promises herein contained, the parties hereto, intending
to be legally bound, do hereby agree as follows:
1. Recitals. The foregoing recitations are true and correct and are incorporated
herein by reference.
2. Sale. Subject to and upon the terms and conditions hereof, Seller shall sell,
transfer, assign and convey to Purchaser at the "Closing", as hereinafter defined: (i) fee simple
title to the Property, together with all easements, rights -of -way and other appurtenances, inuring
to the benefit of the Property and all right, title and interest, if any, of Seller in and to any land
lying in the bed of any street, road, avenue, open or proposed, in front of or adjoining the Land to
the centerline thereof, and all right, title and interest of Seller in and to any awards made or to be
made in lieu thereof, and in and to any unpaid awards for damage to the Property by reason of
change of grade of any street; (ii) any and all improvements and fixtures located upon or under
the Property ("Improvements"); and (iii) If any, all licenses, franchises, certificates of occupancy
and other permits, rights and approvals relating to the Property, including, without limitation,
relating to development, construction, operation and maintenance of the Property or the
building(s), if any, located upon the Property, and all permits, licenses, studies, plans, reports and
surveys, owned by Seller may have, pertaining to the Property (collectively "Intangibles"); and
Purchaser shall accept such conveyance, subject to the conditions hereof and upon the
representations and warranties herein made. The Property, the Improvements and Intangibles are
hereinafter collectively referred to as the "Subject Property". Further, on or prior to a date which
is three (3) days following the Execution Date, Seller covenants and agrees to deliver to
Purchaser true and correct copies of the documents and agreements that constitute, establish or
evidence the Intangibles. In addition, from and after the date hereof, Seller shall deliver such
other documentation in Seller's possession or control which may be reasonably requested by
Purchaser (the "Documents") and "Seller's Title Evidence" (as hereinafter defined). Seller will
produce copies of the following due diligence documents:
(a) Copies of income and expense statements, year-end financial and monthly and annual
operating statements of the Property for the current year and the three (3) years
immediately preceding the date of the Agreement.
(b) Copies of all engineering and architectural plans and specifications, drawings, studies
and surveys relating to the Property, in Seller's possession or control, and copies of all
records pertaining to the repair, replacement and maintenance of the mechanical systems
at the Property, the roof and the structural components of the Property.
(c) Copies of Seller's most recent owner's title policy issued in connection with the
Property and the most recent survey of the Property.
3. Purchase Price. In consideration of the Purchaser reducing the number of stories
for the building from 14 to 11 stories, the City agrees to reduce the Purchase Price from
$5,000,000 to $4,000,000. Purchaser must pay to Seller Four Million Dollars ($4,000,000.00)
for the Subject Property (the "Purchase Price"). If the Site Plan Approval process yields a
reduction in the building stories from the original proposal of an 11-story development, the
purchase price may be revisited by the parties. In the event the parties cannot reach an
agreement on a reduction in purchase price, then upon written notice to the other party, either
party elect to terminate this Agreement.
4. Pavment of Purchase Price, Deposit; Due Diligence Period. The Purchase Price
shall be paid as follows:
(a) Within three (3) business days following the Execution Date, Purchaser
will deliver to Chicago Title and Trust Company, 10 South LaSalle St. Suite 3100, Chicago, IL
60603 ("Escrow Agent") the sum of Fifty Thousand and No/100 Dollars ($50,000.00)
("Deposit"), which amount shall be held by the Escrow Agent, at the expense of Purchaser,
pursuant to the terms and provisions of Exhibit B, and which shall be credited toward the
Purchase Price at Closing or otherwise disbursed in accordance with this Agreement. Subject to
the terms and conditions of this Agreement, the Deposit shall become non-refundable following
the expiration of the Due Diligence Period (as defined below), except in the event of Seller's
default under this Agreement or if this Agreement was terminated by Purchaser in accordance
with the terms of this Agreement (or as otherwise set forth herein).
(b) The "Due Diligence Period" shall mean the period commencing on the
Execution Date and ending on the date which is 60 days thereafter.
(c) The balance of the Purchase Price shall be payable at the Closing (as
hereinafter defined), plus or minus prorations as hereinafter set forth, by wire transfer.
5. Title. Within five (5) days following the Execution Date hereof, Seller shall
deliver to Purchaser a copy of any existing title insurance policy (if any) and survey for the
Subject Property ("Seller's Title Evidence"). In furtherance of the foregoing, and not as a
limitation thereof, the state of Seller's title and the "Survey" (as hereinafter defined) and the state
of title reflected thereby shall be such that Chicago Title Insurance Company ("Title Company")
will issue a commitment ("Commitment") for the issuance of a 2006 ALTA Owner's Title
Insurance Policy (i.e., with extended coverage over pre-printed exceptions) without exception
other than the "Permitted Exceptions" (as hereinafter defined) for the amount of the Purchase
Price (and the amount of Purchaser's contemplated improvements with a "pending
improvements" clause). Seller will order the Commitment within five (5) business days of the
Execution Date, and will provide a copy of same to Purchaser upon receipt. If Purchaser shall
have any objection(s) with respect to the status of title to the Subject Property as reflected in the
Commitment and/or the Survey, Purchaser shall notify Seller of such objections ("Title Notice")
on or before thirty (30) days following Purchaser's receipt of the Commitment and Survey ("Title
Review Period"). Purchaser shall have until the end of the Title Review Period to obtain a new
survey of the Subject Property or an update of Seller's existing survey (if any) ("Survey"). Seller
shall have the right, but not the obligation, to satisfy any objection stated in the Title Notice
(except as expressly set forth in this Paragraph 5). Seller shall have thirty (30) days in which to
satisfy any title objection; provided, however, Seller is not obligated to satisfy any title objection
unless Seller so agrees in writing or as may be expressly required under this Paragraph 5. If,
after the expiration of said thirty (30)-day period, Seller has not cured the defect(s) of which
Purchaser gave notice, then Purchaser shall have the right, but not the obligation, until the end of
the Due Diligence Period to attempt to cure such defect(s) in title. If, prior to the end of the Due
Diligence Period, the title defect or defects cannot be corrected, then Purchaser shall have the
right, but not the obligation to terminate this Agreement and upon termination Purchaser's
Deposit shall be returned to Purchaser, and neither party shall have any claim against the other
except as herein expressly stated. As set forth herein, "Permitted Exceptions" shall mean: (i)
those matters shown on the Commitment as of the end of the Due Diligence Period and not
objected to by Purchaser in writing; (ii) customary public utility easements shown on the
Commitment; and (iii) taxes not yet due and payable. Notwithstanding anything herein to the
contrary, in no event shall the term "Permitted Exceptions" be deemed to include any monetary
liens, claims of liens or security interests, and any other liens arising after the date of the
Commitment caused or permitted by Seller, and Seller shall remove the same at or prior to
Closing.
Seller covenants to execute such reasonable affidavits and undertakings
reasonably required by the Title Company to delete: (i) the Schedule B, Section 1 requirements
in the Commitment (except liens which may arise out of mechanic liens with whom Purchaser
has contracted); (ii) the standard printed exceptions in the Commitment which are customarily
removable by such affidavits; and (iii) the gap exception.
6. Conditions Precedent. Anoroval Period. Unless waived in whole or in part in
writing by the other party, this Agreement and the obligations of the parties to close the
transaction hereunder are subject to and contingent upon each and all of the following
(hereinafter sometimes collectively referred to as the "Conditions Precedent" and singularly as a
"Condition Precedent"):
(a) Due Diligence Period Termination Right. Purchaser, in its sole and
absolute discretion, exercisable for any reason or for no reason, shall have the right, on or prior to
the expiration of the Due Diligence Period, to terminate this Agreement upon written notice to
Seller, whereupon this Agreement shall promptly be deemed terminated and of no further force
and effect, the Deposit, and any interest accrued thereon, shall be returned to Purchaser and upon
such return Purchaser and Seller shall have no further obligations to each other, except as
expressly set forth in this Agreement.
(b) Approval Period. Purchaser shall have the period (i) commencing on the
date of expiration of the Due Diligence Period, and (ii) expiring at 5:00 p.m. Central Time on the
date which is 150 days thereafter (such period, the "Approval Period"), to undertake and obtain
its municipal approvals for zoning entitlements, site plan, and building permits, all necessary to
development property in Evanston per City Code (collectively, "Site Plan Approval") for the
development of the Subject Property. If Purchaser cannot obtain Site Plan Approval within the
Approval Period, then both parties can terminate this Agreement, whereupon this Agreement
shall be deemed terminated and of no further force and effect, the Deposit, and any interest
accrued thereon, shall promptly be returned to Purchaser and upon such return to Purchaser and
Seller shall have no further obligations to each other, except as expressly set forth in this
Agreement.
(c) Performance of Other Party; No Pending Litigation.
(i) As a condition benefiting Seller only, at the Execution Date and at
Closing, all representations and warranties of Purchaser hereunder shall be true and correct in all
material respects, and all obligations of Purchaser hereunder shall have been performed in all
material respects.
(ii) As a condition benefiting Purchaser only, at the Execution Date
and at Closing, all representations and warranties of Seller hereunder shall be true and correct in
all material respects, and all obligations of Seller hereunder shall have been performed in all
material respects. In addition, as a condition benefiting Purchaser only, there shall be no pending
or threatened litigation involving the Subject Property or Purchaser's contemplated development
thereon.
(d) No Material Adverse Change. As a condition benefiting Purchaser only,
except as permitted in this Agreement, there shall have been no adverse change to the title to the
Subject Property from the effective date of the Commitment, excluding any mortgage or liens of
Seller which shall satisfy at Closing, and at Closing the Title Company shall be prepared and
unconditionally committed to issue to Purchaser its owner's policy of title insurance in the
amount of the Purchase Price, insuring fee title to the Property in Purchaser subject only to the
Permitted Exceptions and with "extended coverage" and such other endorsements that Purchaser
reasonably requires ("Title Policy").
(e) Zoning. As a condition benefitting both parties, Purchaser shall have
obtain Site Plan Approval with the following (i) Site Plan Approval with 75 parking spaces to
replace the existing surface parking spaces for public use plus the minimum required parking
spaces for the zoning entitlement required under Title 6 of the City Code; and (ii) zoning for the
Subject Property shall allow for the future use of the building as offices and associated uses for
the operation of office space. The 75 parking space in the new development will be provided at
no cost to the City, meaning no discount in the purchase price. Purchaser must provide a public
parking easement to the City to be recorded against the property.
Purchaser and Seller both have the right to terminate this Agreement in the event
of the failure of any Condition Precedent at or before Closing. Should this Agreement be
terminated by Purchaser due to the failure of any Condition Precedent, the Deposit shall be
forthwith returned to Purchaser by the holder thereof and all parties hereto shall be released and
relieved from any and all further obligations hereunder or arising herefrom except as herein
provided. If this Agreement is terminated by the Seller due to the failure of Condition Precedent
(c)(i) or a failure to close by Purchaser in accordance with terms of this Agreement, then,
provided Seller is not then in default of this Agreement, the Deposit shall be paid over to Seller
and all parties hereto shall be released and relieved from any and all further obligations
hereunder or arising herefrom except as herein provided.
7. Renresentations. Warranties and Covenants of Seller. As a material inducement
to Purchaser to execute this Agreement and to close the transaction contemplated hereby and to
pay the Purchase Price therefore, Seller warrants and represents to Purchaser that as of the date
hereof and as of the Closing:
(a) Seller has the legal capacity to execute and deliver this Agreement and to
execute and deliver all other documents and perform all other acts as may be necessary in
connection with the performance of this Agreement and the consummation of the sale of the
Property.
(b) Neither the execution and the delivery of this Agreement, the assumption
of the obligations set forth in this Agreement, the consummation of the transactions
contemplated in this Agreement, the performance of the covenants and agreements set forth in
this Agreement nor the compliance with the terms and provisions of this Agreement will conflict
with, or result in a breach of any of the terms, conditions or provisions of, or constitute a default
under any bond, note or other evidence of indebtedness or any contract, indenture, mortgage,
deed of trust, loan agreement, loan or other agreement or instrument to which the Seller is a
party, or by which the Seller or its property may be bound.
(c) No approval or consent not already obtained by any person or entity is
necessary in connection with the execution and delivery of this Agreement by the Seller or the
performance of the Seller's covenants and agreements under this Agreement. The Seller agrees
to work in good faith to facilitate Purchaser's due diligence inspections and to assist and support
Purchaser's efforts to obtain the Site Plan Approval in a timely manner. Without limitation,
upon request from Purchaser, Seller shall execute such applications and other necessary
documents and provide such information that may be required or reasonably requested to obtain
the Site Plan Approval (including submittals to the City of Evanston and other applicable
governmental agencies), provided that Seller shall not be required to incur any liability as a
consequence of such applications and submittals (unless Purchaser agrees to reimburse or
indemnify Seller for the same). Further, upon request from Purchaser, Seller or its designated
representatives shall attend public hearings and meetings with City of Evanston staff personnel.
(d) Seller is not aware of any judicial, administrative or similar proceeding
affecting the Subject Property or Seller's ability to perform its obligations under this Agreement.
(e) Seller has not made an assignment for the benefit of creditors of all or
substantially all of its assets, is able to pay all or substantially all of its debts as they become due,
has not been adjudicated as bankrupt or insolvent, nor has Seller filed a petition or application to
any tribunal for the appointment of a trustee or receiver or any substantial part of its assets, or
upon the commencement of any voluntary or involuntary bankruptcy (and, in respect of an
involuntary bankruptcy, has not been discharged within sixty (60) days), reorganization or
similar proceedings with such other party, or the entry of an order appointing a trustee or
receiver or approving a petition in any such proceeding.
(t) Seller has good, marketable and insurable title to the Subject Property in
fee simple and subject to no liens or encumbrances whatever other than (i) the Permitted
Exceptions and (ii) monetary liens that will be satisfied and released by Seller at or prior to
Closing.
(g) As of the Closing contemplated hereby, there shall be no unpaid bills for
labor performed or materials supplied incident to the Subject Property, any of which will be paid
off at Closing. A no -lien affidavit stating same will be delivered by Seller to Purchaser at
Closing.
(h) To Seller's knowledge, there are no pending or contemplated
condemnation or eminent domain proceedings which would affect any portion of the Subject
Property.
(i) Seller is not a party to and the Subject Property is not affected by any
lease or other occupancy agreement, or any service, maintenance or property management
agreements or any contracts or other agreements of any kind with respect to the Subject Property
which is not reflected in the Permitted Exceptions; and Seller will not, without the prior written
consent of Purchaser, enter into or amend any agreement, contract or lease which will be
effective following the Closing.
0) To Seller's knowledge there is no pending or threatened litigation
involving the Subject Property.
(k) Seller is not a "foreign person" within the meaning of Section 1445 of the
Internal Revenue Code of 1986, so as to require the withholding of any portion of the Purchase
Price for Federal income tax purposes, and Seller agrees to execute, at Closing, an affidavit
evidencing same.
(1) The Subject Property is not the subject of a right of first refusal or option
to purchase in any third party.
(m) The parties executing this Agreement are duly authorized to bind Seller
without the further authorization of any person or entity.
(n) Seller shall, until Closing, maintain the Subject Property in its existing
condition and carry such reasonable and customary liability insurance.
(o) Seller has not received written notice of the violation (actual or asserted)
of any law, statute, code, ordinance, rule, regulation, court order or other legal requirement
(collectively, "Laws") applicable to the Property, including (without limitation), any Laws
pertaining to hazardous or toxic materials or conditions and any Laws pertaining to human health
or welfare or the protection of the environment. To Seller's knowledge, no party has released,
generated, produced, stored, treated, processed, transferred or disposed of any hazardous or toxic
materials on the Subject Property.
(p) Seller has delivered to Purchaser all of the Documents in Seller's
possession or control and all such Documents are, to Seller's knowledge, true, correct and
complete in all material respects. .
(q) The representations and warranties of the Seller set forth in this
Paragraph 7 shall be made as of the date hereof and shall be true and correct as of the Closing
Date with the same force and effect as if made at that time and will survive Closing for 6 months.
8. Representations and Covenants of Purchaser. The Purchaser hereby represents
and warrants as to the Seller and covenants and agrees with Seller as follows:
(a) Purchaser is a limited liability company duly organized and existing under
the laws of the State of Illinois, with the legal capacity to execute and deliver this Agreement and
to execute and deliver all other documents and perform all other acts as may be necessary in
connection with the performance of this Agreement and the consummation of the purchase of the
Property.
(b) Neither the execution and the delivery of this Agreement, the assumption
of the obligations set forth in this Agreement, the consummation of the transactions
contemplated in this Agreement, the performance of the covenants and agreements set forth in
this Agreement nor the compliance with the terms and provisions of this Agreement will conflict
with, or result in a breach of any of the terms, conditions or provisions of, or constitute a default
under any bond, note or other evidence of indebtedness or any contract, indenture, mortgage,
deed of trust, loan agreement, loan or other agreement or instrument to which the Purchaser is a
party, or by which the Purchaser or its property may be bound.
(c) No approval or consent not already obtained by any person or entity is
necessary in connection with the execution and delivery of this Agreement by the Purchaser or
the performance of the Purchaser's covenants and agreements under this Agreement. Without
limiting Purchaser's rights under Paragraph 6, Purchaser agrees to work in good faith during the
Due Diligence Period and Approval Period and attempt to obtain the Site Plan Approval in a
timely manner.
(d) The Purchaser is not aware of any judicial, administrative or similar
proceeding which could materially and adversely affect the Purchaser's ability to perform its
obligations under this Agreement.
(e) Purchaser will record a covenant in the form of a deed restriction that will
ensure that the Subject Property and future building remains subject to and pays property taxes.
If a tax exempt entity subsequently purchases the Subject Property or the building, or a portion
thereof, the future entity will pay the equivalent of property taxes owed to the taxing districts.
(f) Purchaser has not made an assignment for the benefit of creditors of all or
substantially all of its assets, is able to pay all or substantially all of its debts as they become due,
has not been adjudicated as bankrupt or insolvent, nor has Purchaser filed a petition or
application to any tribunal for the appointment of a trustee or receiver or any substantial part of
its assets, or upon the commencement of any voluntary or involuntary bankruptcy (and, in
respect of an involuntary bankruptcy, has not been discharged within sixty (60) days),
reorganization or similar proceedings with such other party, or the entry of an order appointing a
trustee or receiver or approving a petition in any such proceeding.
(g) Except as set forth in this Agreement, Purchaser acknowledges and agrees
that the Purchaser is relying solely upon its own inspections, investigations, analysis and
independent assessment of the Property in determining whether to acquire the Property. The
Purchaser also hereby agrees that the Seller sells the Property, and the Purchaser purchases and
accepts the Property, in AS IS — WHEREIS CONDITION, WITH ALL FAULTS, without any
warranties, representations, guarantees, statements, agreements, studies, reports, descriptions,
guidelines or other information or materials whether oral or written, expressed or implied, of any
kind or nature from the Seller, except as expressly set forth in this Agreement, and Seller has no
responsibility to make any improvements to the Property. The Purchaser assumes all risks of the
Property including, without limitation, the physical condition of the Property, compliance of the
Property with any federal, state or local laws, statutes, ordinances, regulations, rulings, etc., or
the suitability of the Property for any existing or future uses, subject to the terms of this
Agreement.
(h) In the event Purchaser closes in accordance with this Agreement, shall be
deemed to acknowledge, understand and agrees as follows: (i) the Purchaser is aware of the
physical and geological condition of, and the status of title to, the Property and the Purchaser
acknowledges that the Seller and the Seller's representatives have made no representations or
warranties, regarding the physical and geological condition of, and status of title to, the Property
or the suitability of the Property for the Purchaser's proposed use, except as expressly set forth in
this Agreement; (ii) the Purchaser is satisfied with the soils and the soil compaction of the
Property; (iii) the Purchaser has evaluated the environmental condition of the Property, has
conducted all environmental tests and assessments of the Property which the Purchaser believes
are necessary, and is satisfied with the environmental condition of the Property; and (iv) the
Purchaser has examined the zoning ordinance, building code and other laws, codes, statutes,
regulations, covenants and restrictions relating to the Property and the Purchaser assumes all
risks relating to such zoning ordinance, building code and other laws, codes, statutes, regulations,
covenants and restrictions relating to the Property.
(i) Subject to the terms of this Agreement, in the event Purchaser closes in
accordance with this Agreement, the Purchaser hereby releases the Seller and Seller's
representatives from all responsibility and liability regarding the condition (including, without
limitation, the presence at or near the Premises of materials or substances that have been or may
be in the future determined to be toxic, hazardous, undesirable or subject to regulation and that
may need to be specially treated, handled and/or removed from the Property under current or
future federal, state and local laws, regulations or guidelines, whether or not considered to be one
of the Hazardous Materials), valuation, marketability, compliance with laws, or utility of the
Property, or its suitability for any purpose whatsoever, except that the foregoing shall not limit
Purchaser's remedies in the event of a breach of Seller's express representations or warranties
hereunder.
0) The representations and warranties of the Purchaser set forth in this
Paragraph 8 shall be made as of the date hereof and shall be true and correct as of the Closing
Date with the same force and effect as if made at that time.
9. Inspections; NFR Letter. Seller hereby grants to Purchaser and Purchaser's
agents, employees, servants and contractors the right to go upon the Subject Property during the
term of this Agreement and make such tests and investigations and do such things, including, but
not limited to, surveying of the Subject Property as Purchaser shall deem necessary or
appropriate, including, but not limited to, tests and investigations that may be necessary for
Purchaser to determine that Purchaser can utilize the Subject Property for its contemplated use.
All of Purchaser's costs and expenses incurred in connection with its due diligence at the
Property, including without limitation, all inspection and testing, and obtaining and reviewing
reports, appraisals, materials and documents are the sole and absolute responsibility of Purchaser
and such obligations to pay these costs and expenses shall not be a credit against the Purchaser's
obligation to pay the Purchase Price at Closing. Neither Purchaser, nor any of its agents or
representatives, shall damage the Property or any portion thereof unless the same shall promptly
be repaired by Purchaser at Purchaser's sole cost and expense. Purchaser shall indemnify and
hold Seller harmless for damage to persons or property from any claims, demands, actions,
lawsuits, damages, construction liens against the Subject Property and costs, including
reasonable attorneys' fees, arising out of any act or omission of Purchaser, or its agents and/or
representatives, in connection with Purchaser's due -diligence review, investigations, tests and
surveys; provided, however, that Purchaser shall not be liable for the mere discovery of any pre-
existing condition at the Subject Property. The foregoing indemnity shall survive the termination
or cancellation of this Agreement and shall survive Closing.
10. Convevance. The conveyance of the Subject Property by Seller to Purchaser shall
be by special warrant deed in a form sufficient to vest title in Purchaser pursuant to Paragraph 5.
Seller and Purchaser acknowledge that time shall be of the essence as to all acts of Purchaser and
Seller hereunder. Seller agrees to execute and deliver to Purchaser, at Closing an assignment of
the Intangibles and, if applicable, a bill of sale in customary form conveying any personalty
associated with the Subject Property. Seller shall also deliver to Purchaser at Closing (i) a
Foreign Investment in Real Property Tax Act affidavit executed by Seller, (ii) evidence of the
existence, organization and authority of Seller and of the authority of the persons executing
documents on behalf of Seller reasonably satisfactory to the underwriter for the Title Policy, and
(iii) such other documents as may be reasonably necessary or required by the Title Company to
effectuate the transaction contemplated herein. Seller and Purchaser shall each deposit with
Escrow Agent an executed closing statement consistent with this Agreement in the form required
by Escrow Agent.
11. Closing
(a) Unless extended by any other provisions of this Agreement, the "'Closing"
of the transaction contemplated by this Agreement (execution and delivery of the special
warranty deed, as well as the execution and delivery of all other documents required pursuant to
this Agreement and the payment of all sums required to be paid) shall take place upon the date
selected by Purchaser by notice to Seller at least five (5) business days in advance of such date,
but in any event on or before [sixty (60) days] after the expiration of the Approval Period.
(b) Seller agrees to execute at Closing an undertaking required by the Title
Company to delete the "gap" exception.
12. Expenses. The parties agree that the following shall be the schedule of
obligations with respect to the Closing expenses hereunder, to wit:
(a) Seller shall pay for:
(i) any state, county and municipal documentary stamp taxes (or other
transfer taxes) and surtaxes, if any, on the special warranty deed; and
(ii) the premium for the Title Policy providing coverage equal to the
Purchase Price (including extended coverage but not any other
endorsements), and the cost of correcting any title defects;
(iii) one-half (1/2) of the escrow fees of the Title Company as escrow
agent and for the escrow closing;
(iv) all prorations to and including the Closing Date for real estate taxes,
special assessments or fees, water bills, utility charges or other
similar expenses.
(b) Purchaser shall pay for:
(i) the cost of its due diligence, including any survey;
(ii) the recording of the special warranty deed and any other conveyance
documents, or mortgage, deed of trust, assignments of rents,
financing statements or similar documents evidencing or securing
the obligations of the Purchaser under a mortgage loan or other loan
secured by the Property;
(iii) one-half (1/2) of the escrow fees of the Title Company as escrow
agent and for the escrow closing;
(iv) the premium on the Title Policy for coverage in excess of the
Purchase Price and costs for any endorsements thereto (other than
extended coverage); and
(v) all of the costs of the premium and related costs charged by the Title
Company for the issuance of any mortgage title insurance policy and
any endorsements thereto.
(c) All governmental and quasi -governmental improvement liens which have
been certified as of the Execution Date shall be paid by Seller and, if not certified, Purchaser
shall receive a credit, at Closing, in an amount equal to 150% of the latest estimate therefor by
the applicable governmental agency, provided that, upon request by either party hereto, the
parties hereto shall, upon the actual amount of such lien being established, make whatever
adjustments are necessary to reflect the actual amount of the lien notwithstanding the fact that
the Closing of the transaction contemplated by this Agreement has occurred.
(d) Accrued and unpaid real property taxes and personal property taxes shall be
prorated as of the date of Closing on an accrual basis based on the parties' respective periods of
ownership, and Purchaser shall receive a credit for 110% of the estimated accrued and unpaid
real property taxes and personal property taxes relating to Seller's period of ownership. If the
Closing occurs on a date when the taxes for the year of Closing are not fixed, but the then -
current year's assessment is available, taxes for such year will be prorated based upon such
assessment. If such year's assessment is not available, taxes will be prorated based upon the
then -prior year's tax. Except as otherwise specifically provided in this Agreement, all expenses
and revenues of the Subject Property shall be prorated or credited as the case may be to the day
of Closing. The provisions of this Paragraph shall survive the Closing. Any parking taxes owed
to the City of Evanston will be paid prior to Closing by the Seller.
13. Possession. Possession of the Subject Property shall be delivered by Seller to
Purchaser at Closing. Risk of loss to the Subject Property between the Execution Date and the
date of the Closing shall be upon Seller.
14. Condemnation. In the event that any condemnation or eminent domain
proceedings are threatened or instituted at any time prior to the Closing hereunder which results
in or could result in the taking of any part or all of the Subject Property, Purchaser, by written
notice given within thirty (30) days after notification thereof from Seller (and the Closing Date
shall be extended accordingly to allow for such notice period, if necessary), shall have the option
of. (i) canceling this Agreement, in which event the Deposit shall be forthwith returned by the
holder thereof to Purchaser and upon such repayment, this Agreement shall be null, void and of
no further force or effect and all parties hereto shall be released and relieved from any and all
further liability or obligations hereunder, except those that survive termination of this
Agreement; or (ii) Closing the transaction contemplated by this Agreement, in which event the
Purchase Price shall not be abated; provided, however, that Seller shall assign (with any
necessary third -party consents) any condemnation or eminent domain award and its right to
receive same to Purchaser. Seller agrees not to enter into any settlement of any condemnation
proceedings or eminent domain proceedings without the prior written consent of Purchaser, and
Seller agrees to immediately notify Purchaser in the event any condemnation or eminent domain
proceeding be threatened or instituted. Purchaser's right to consent to any such settlement shall
terminate on the date contemplated for Closing pursuant to this Agreement in the event
Purchaser has not closed by such date.
15. Anti -Terrorism and Anti -Money Laundering Compliance
(a) Compliance with Anti -Terrorism Laws. Neither the Purchaser, the Seller,
nor any person who owns a direct controlling interest in or otherwise controls the Purchaser or
the Seller, or any assignee of the Purchaser, is (i) listed on the Specially Designated Nationals
and Blocked Persons List (the "SDN List') maintained by the Office of Foreign Assets Control
("OFAC'), Department of Treasury, and/or on any other similar list ("Other Lists" and
collectively with the SDN List, the "Lists') maintained by the OFAC pursuant to any authorizing
statute, Executive Order or regulation (collectively, the "OFAC Laws and Regulations'; or (ii) a
person (a "Designated Person') either (A) included within the term "designated national," as
defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (B) designated under
Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed Reg. 49079 (published
September 25, 2001) or similarly designated under any related enabling legislation or any other
similar Executive Orders (collectively, the "Executive Orders').
(b) No Violation of Anti -Money Laundering Laws. Neither Purchaser, any
assignee of the Purchaser, nor any holder of a direct interest in an assignee of the Purchaser (i) is
under investigation by any governmental authority for, or has been charged with, or convicted of,
money laundering under 18 U.S.C. §§ 1956 and 1957, drug trafficking, terrorist -related activities
or other money laundering predicate crimes, or any violation of the BSA, (ii) has been assessed
civil penalties under any Anti -Money Laundering Laws, or (iii) has had any of its funds seized or
forfeited in an action under any Anti -Money Laundering Laws. For purposes of this Paragraph
15, the term "Anti -Money Laundering Laws" means the Bank Secrecy Act, 31 U.S.C. §§ 5311 et
seq. ("BSA'), and all applicable laws, regulations and governmental guidance on BSA
compliance and on the prevention and detection of money laundering violations under
18 U.S.C. §§ 1956 and 1957.
16. 1031 Exchange. The parties acknowledge that Seller, or its assignees, may
structure the sale of this Property so as to qualify for like -kind exchange treatment pursuant to
§ 1031 of the Internal Revenue Code or other provisions providing favorable tax treatment.
Accordingly, prior to each Closing, Seller reserves the right to assign this Agreement to a
qualified exchange intermediary or other third party to the extent necessary to facilitate the
exchange and shall give written notice of such assignment identifying the assignee at or prior to
each Closing. As an accommodation to Seller, Purchaser agrees to accept performance pursuant
to this Agreement from Seller's assignee to the extent of such permitted assignment and to
perform pursuant to this Agreement for the benefit of Seller's assignee, provided that Purchaser
shall not be required to acquire replacement property for Seller or to incur any additional
expense therefor and title to the Property shall be conveyed directly from Seller to Purchaser by
the deed as required by this Agreement. Notwithstanding the foregoing, Seller shall remain
primarily liable for the performance of the terms of this Agreement. If Purchaser desires to
structure its acquisition of the Subject Property to qualify for like -kind exchange treatment
pursuant to § 1031 of the Internal Revenue Code or other provisions providing favorable tax
treatment, Seller shall reasonably cooperate with Purchaser to effectuate the same.
17. Closing Representations. The obligations of Purchaser and Seller under this
Agreement are subject to all of the representations and warranties of the other party contained in
this Agreement having been true and correct in all material respects on the date hereof and on the
date of Closing.
18. Default.
(a) If Purchaser shall default in the payment of the Purchase Price or
otherwise default in any of the terms, covenants and conditions of this Agreement on the part of
Purchaser to be performed in any material respect, or if any of the representations and warranties
made by Purchaser herein shall be in any respect untrue in any material respect, Seller shall, as
its sole and exclusive remedy, retain the Deposit as full and agreed upon liquidated damages in
full settlement of any and all claims against Purchaser for damages or otherwise and Purchaser
shall have no other or further liability hereunder other than any liability under any
indemnification provisions in this Agreement. The parties acknowledge that this provision for
liquidated damages is a fair and reasonable measure of the damages to be suffered by Seller in
the event of Purchaser's default because the exact amount of damages is incapable of
ascertainment. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall
not be in default hereunder, unless Seller shall have provided written notice of the alleged default
and a period of ten (10) days after receipt of notice to cure same.
(b) If on or before the Closing:
(i) Seller is unable to deliver good, marketable and insurable title to the
Subject Property subject only to the Permitted Exceptions, it being
acknowledged by Purchaser that Seller is not obligated to cure title
objections (other than as expressly set forth in Paragraph 5) as set
forth in Paragraph 5; or
(ii) Seller shall have failed to comply with any other material term,
provision, covenant, agreement or condition of this Agreement; or
(iii) any of the representations and warranties made by Seller herein shall
be in any respect untrue in any material respect,
and if such failure, default or misrepresentation is not cured by Seller within
ten (10) business days after notice thereof from Purchaser, then the Deposit
shall immediately be returned to Purchaser, and Purchaser shall have the right:
(A) to cancel this Agreement by giving written notice to Seller
whereupon this Agreement shall be deemed to be terminated,
and Seller shall reimburse Purchaser for its actual out-of-
pocket expenses incurred in connection with pursuing the
transaction contemplated hereunder; or
(B) to take title subject to the defect, exception, objection,
inaccuracy or failure; or
(C) to pursue an action for specific performance.
Without limiting Purchaser's rights contained in this Paragraph, in case of a Seller lien or
Seller encumbrance on the Subject Property which can be removed at the time of Closing by
payment of a liquidated amount, Seller covenants and agrees, at Purchaser's request, to remove
such lien or encumbrance at Closing so that the Subject Property can be conveyed to Purchaser
free of same except non -delinquent real estate taxes which are not yet due and payable.
19. Attornev's Fees. In connection with any litigation arising out of this Agreement,
the each party to cover its own costs and expenses incurred, including, but not limited to,
attorneys' fees actually incurred.
20. Notices. All notices pursuant to this Agreement shall be in writing and shall be
considered as properly given or made (i) upon the date of personal delivery (if notice is delivered
by personal delivery), (ii) on the date of delivery, as confirmed by electronic transmission (if
notice is delivered by email transmission), (iii) on the day one (1) business days after deposit
with an nationally recognized overnight courier service (if notice is delivered by internationally
recognized overnight courier service), or (iv) on the third (3rd) business day following mailing, if
within the United States, by first class United States mail, postage prepaid, certified mail, return
receipt requested (if notice is given in such manner).
Notices as to Seller shall be sent to:
The City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Attn: Wally Bobkiewicz, City Manager
Email: wbobkiewicz@cityofevanston.org
With a copy to:
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Attn: W. Grant Farrar, Corporation Counsel
Email: gfarrar@cityofevanston.org
Notices as to Purchaser shall be sent to:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
The place to which any party hereto is entitled to receive any notice may be changed by such
party by giving notice thereof in accordance with the foregoing provision. Attorneys for either
party may give notices on behalf of their respective clients.
21. Brokers. Each party hereto represents and warrants to the other party that it has
not employed or retained any broker, finder or other intermediary in connection with the
transactions provided for in this Agreement and that it has not had any dealings with any person
or entity which may entitle such person or entity to a fee or commission, except Tim Rosinski at
Coldwell Banker for Seller. Seller agrees that Seller is solely responsible for all fees,
commissions and other payments due to the named broker. Additionally, each of the parties
agrees that, should any claim for a commission or fee be made by another broker, then the party
breaching the representation and/or warranty set forth in this Paragraph 21 will indemnify,
defend and hold harmless the other party from and against any and all claims, liabilities,
damages, expenses (including, without limitation, reasonable attorneys' fees) and costs resulting
from such claim for a commission or fee.
22. Intentionally Deleted.
23. Exclusivity. From the Execution Date through the termination of this Agreement
or the Closing, as applicable, Seller will not discuss or negotiate with any third party the sale or
other disposition of any of the Subject Property, or enter into any contract (whether binding or
not) regarding any sale or other disposition of the Subject Property.
24. Venue. This Agreement shall be governed by and enforced and construed under
the laws of the State of Illinois.
25. Assiiznment. Purchaser shall have the absolute right and power to assign this
Agreement and its interests in this Agreement to an entity affiliated with Purchaser or its
principals, provided that such assignment should not relieve it of its obligations under this
Agreement, and Seller shall close the transaction contemplated by this Agreement with such
assignee; otherwise, this Agreement is not assignable.
26. No Recording. The Purchaser agrees it shall not record this Agreement or a
memorandum hereof, and in the event the Purchaser does record this Agreement or a
memorandum of this Agreement, then the Purchaser shall be deemed in default hereunder, and at
the option of the Seller, the Purchaser's rights under this Agreement shall be null and void and of
no further force and effect and the Seller shall have the right to exercise all of its rights and
remedies under this Agreement.
27. Terms. Whenever the context so requires or admits, any pronoun used herein
may be deemed to mean the corresponding masculine, feminine or neuter form thereof and the
singular form of any nouns and pronouns herein may be deemed to mean the corresponding
plural form thereof and vice versa.
28. Miscellaneous.
(a) This Agreement shall not be construed more strictly against either party, it
being acknowledged that each party actively participated in the preparation of this Agreement.
(b) This Agreement shall inure to the benefit of and shall be binding upon the
parties hereto and their respective successors and/or assigns.
(c) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same Agreement.
This Agreement may be executed via telecopy or electronically.
(d) No waiver or modification of any provision of this Agreement shall be
effective unless it is in writing and signed by Purchaser and Seller, and shall only be applicable
to the specific instance to which it relates and shall not be deemed a continuing or future waiver.
(e) Time is of the essence with respect to all time periods set forth in this
Agreement.
29. Calculation of Time Periods. Unless otherwise specified, in computing any
period of time described herein, the day of the act or event after which the designated period of
time begins to run is not to be included and the last day of the period so computed is to be
included, unless such last day is a Saturday, Sunday or legal holiday for national banks in the
location where the Property is located. in which event the period shall run until the end of the
next day which is neither a Saturday, Sunday, or legal holiday. Except where otherwise noted,
the last day of any period of time described herein shall be deemed to end at 5:00 p.m. in the
jurisdiction in which the Property is located.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Execution Date.
PURCHASER:
CHICAGO AVENUE PARTNERS LLC
A Delaware limited liability company
By:
Name:
Title:
SELLER:
THE CITY OF EVANSTON
By:
Name:
Title:
EXHIBIT A
LEGAL DESCRIPTION OF SUBJECT PROPERTY
Commonly known as: 1714 Chicago Avenue, Evanston, Illinois 60201
PIN: 11-18-208-015-0000
LOT 13 IN BLOCK 15 IN EVANSTON IN EAST FRACTIONAL HALF OF SECTION 18,
TOWNSHIP 41 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN
COOK COUNTY, ILLINOIS.
Commonly known as: 1718 Chicago Avenue, Evanston, Illinois 60201
PIN: 11-18-208-014-0000
THE SOUTH 11 FEET OF LOT 15 AND ALL OF LOT 14 IN BLOCK 15 IN EVANSTON IN
THE EAST FRACTIONAL HALF OF SECTION 18, TOWNSHIP 41 NORTH, RANGE 14,
EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
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EXHIBIT B
ESCROW INSTRUCTIONS
1. Investment and Use of Funds. For purposes of this Exhibit B, the Deposit,
including any interest thereon, shall be collectively referred to herein as the "Earnest Money."
The Escrow Agent shall invest the Earnest Money in government insured interest -bearing
accounts satisfactory to Purchaser, shall not commingle the Earnest Money with any funds of the
Escrow Agent or others, and shall promptly provide Purchaser and Seller with confirmation of
the investments made. If the Closing under this Agreement occurs, the Escrow Agent shall
deliver the Earnest Money into the closing escrow upon the instructions of Purchaser, to be
applied against the Purchase Price.
2. Termination before Expiration of Due Diligence Period. The Due Diligence
period under the Agreement expires on , 2017. If Purchaser elects to terminate the
Agreement pursuant to the terms of this Agreement, Escrow Agent shall pay the entire Earnest
Money to Purchaser two business days following receipt of a copy of the Due Diligence
Termination Notice from Purchaser (as long as the current investment can be liquidated in two
days). No notice to Escrow Agent from Seller shall be required for the release of the Earnest
Money to Purchaser by Escrow Agent. The Earnest Money shall be released and delivered to
Purchaser from Escrow Agent upon Escrow Agent's receipt of a copy of the Due Diligence
Termination Notice despite any objection or potential objection by Seller. Seller agrees it shall
have no right to bring any action against Escrow Agent which would have the effect of delaying,
preventing, or in any way interrupting Escrow Agent's delivery of the Earnest Money to
Purchaser pursuant to this Section, any remedy of Seller being against Purchaser, not Escrow
Agent.
3. Termination after Expiration of Due Diligence Period. Except as otherwise
expressly provided herein, at any time after the expiration of the Due Diligence Period, upon not
less than 5 business days' prior written notice to the Escrow Agent and the other party, Escrow
Agent shall deliver the Earnest Money to the party requesting the same; provided, however, that
if the other party shall, within said 5 business day period, deliver to the requesting party and the
Escrow Agent a written notice that it disputes the claim to the Earnest Money, Escrow Agent
shall retain the Earnest Money until it receives written instructions executed by both Seller and
Purchaser as to the disposition and disbursement of the Earnest Money, or until ordered by final
court order, decree or judgment, which is not subject to appeal, to deliver the Earnest Money to a
particular party, in which event the Earnest Money shall be delivered in accordance with such
notice, instruction, order, decree or judgment.
4. Interpleader. Subject to Section 2 above, in the event of any controversy
regarding the Earnest Money, unless mutual written instructions are received by the Escrow
Agent directing the Earnest Money's disposition, the Escrow Agent shall not take any action, but
instead shall await the disposition of any proceeding relating to the Earnest Money or, at the
Escrow Agent's option, the Escrow Agent may interplead all parties and deposit the Earnest
Money with a court of competent jurisdiction. Seller or Purchaser, whichever loses in any such
interpleader action, shall be solely obligated to pay such costs and fees of the Escrow Agent.
CHI 66177323
5. Liability of Escrow Agent. The parties acknowledge that the Escrow Agent is
acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent
shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not
be liable to either of the parties for any action or omission on its part taken or made in good faith,
and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss,
cost or expense incurred by Seller or Purchaser resulting from the Escrow Agent's mistake of
law respecting the Escrow Agent's scope or nature of its duties. Seller and Purchaser shall
jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs,
claims and expenses, including reasonable attorneys' fees, incurred in connection with the
performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions
taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving
negligence on the part of the Escrow Agent.
CHI 66177323