HomeMy WebLinkAboutORDINANCES-2012-032-O-12Cl
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3/9/2012
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AN ORDINANCE
Authorizing the City Manager to Execute an Assignment of a Real
Estate Contract for the Purchase of Real Property at
1223-1225 Chicago Avenue, Evanston, Illinois
WHEREAS, the City of Evanston seeks to acquire real property located at
1223-1225 Chicago Avenue, Evanston, Illinois 60202 and legally described on Exhibit "A",
which is incorporated herein by reference (the "Subject Property"); and
WHEREAS, the Subject Property is owned by Sona 1225 Chicago Realty,
Inc., an Illinois corporation (the "Sona"); and
WHEREAS, Sona entered into a real estate sale contract with Gendell Realty
Partners, Inc., an Illinois corporation ("Gendell") on or about October 5, 2011 (the
"Contract'); and
WHEREAS, the Subject Property is part of a larger development of adjoining
properties; and
WHEREAS, the City Council of the City of Evanston has determined that City
ownership of the aforesaid Subject Property is necessary, appropriate, required, and in the
best interests of the City of Evanston to facilitate said future development; and
WHEREAS, the City Council has determined that the best interests of the City
of Evanston would be served by taking an assignment of the Contract of said Subject
Property from Gendell; and
WHEREAS, the City Manager recommends that the City Council hereby
0 approve the assignment of the Contract on terms consistent with the Assignment and
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Assumption Agreement, attached hereto as Exhibit "B" and incorporated herein by
reference (hereinafter, the "Assignment"); and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The foregoing recitals are hereby found as fact and
incorporated herein by reference.
SECTION 2: The City Council of the City of Evanston hereby approves the
Assignment of the Contract for the Subject Property between the City and Gendell.
SECTION 3: The City Manager is hereby authorized and directed to sign,
and the City Clerk is hereby authorized and directed to attest, the Assignment, pursuant to
the terms of which the Subject Property shall be conveyed. The City Manager is further
authorized to negotiate any changes or additional terms and conditions with respect to the
Assignment and the Contract of the aforesaid Subject Property as the City Manager may
deem fit and proper.
SECTION 4: The City Manager and the City Clerk, respectively, are hereby
authorized and directed to execute, attest, and deliver such other documents, agreements,
and certificates as may be necessary to effectuate the assignment and purchase herein
authorized.
SECTION 5: All ordinances or parts of ordinances in conflict herewith are
hereby repealed.
SECTION 6: This ordinance shall be in full force and effect from and after its
passage, approval, and publication in the manner provided by law.
SECTION 7: If any provision of this ordinance or application thereof to any 0
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person or circumstance is held unconstitutional or otherwise invalid, such invalidity shall
not affect other provisions or applications hereof that can be given effect without the
invalid provision or application, and each invalid application hereof is severable.
SECTION 8: 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.
Introduced: '�-M (I Xth a, 2012
Adopted: J-"'n" � 2012
Attest:
Approved:
K &'y 10 12012
Eliz�qth B. Tisdahl, Mayor
Approved as to form:
R ey Gre701, City Clerk VLt Farrar, Corporation Counsel
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EXHIBIT A
Legal Description
LOT 19 IN THE WEST 1/2 OF BLOCK 76 IN NORTHWESTERN UNIVERSITY
SUBDIVISION IN THE NORTH 1/2 OF THE NORTH 1/2 OF SECTION 19, TOWNSHIP
41 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK
COUNTY, ILLINOIS.
Commonly Known As: 1223-1225 Chicago Avenue, Evanston, Illinois 60202
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EXHIBIT B
Assignment and Assumption Agreement
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
made this day of , 2012, by and between GENDELL REALTY PARTNERS, INC.,
an Illinois corporation ("Assignor"), and CITY OF EVANSTON, an Illinois home rule
municipality ("Assignee") and consented to by SONA 1225 CHICAGO REALTY, INC., an
Illinois corporation ("Seller").
RECITALS
A. On October 5, 2011, Assignor and Seller entered into a Real Estate Sale Contract
(tile "Contract"), a copy of which is attached hereto as Exhibit A. Any capitalized term not
otherwise defined herein shall have the meaning given to such term in the Contract.
B. Assignor desires to assign its rights and obligations under the Contract and
Assignee agrees to assume the rights and obligations of Assignor under the Contract.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is acknowledged, the parties agree as follows:
1. Preamble, Recitals. The preamble and recitals set forth above are incorporated
into and form a part of this Agreement.
2. Assignment. Assignor hereby assigns, conveys and transfers to Assignee all of
its rights and interests under the Contract. 40
3. Assumntion. Assignee hereby accepts the assignment of all of Assignee's rights
and interests under the Contract and agrees to assume all of the duties and obligations arising
therefrom.
4. Indemnification. Assignee agrees to indemnify, defend and hold harmless
Assignor against any damages, losses, deficiencies, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) incurred or suffered by Assignor resulting from
or relating to the failure of Assignee to pay, perform and discharge the liabilities and obligations
of Assignor under the Contract assumed by Assignee hereunder.
5. Consent. Seller hereby consents to the assignment of the Contract to Assignee
and acknowledges that Assignee shall be entitled to all benefits and privileges under the
Contract that are granted to Assignor thereunder as if Assignee were the original party to such
Contract. Seller acknowledges that Assignor is not in default of the Contract.
6. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and assigns.
7. Governing Law. This Agreement shall be governed by the internal laws of the
State of Illinois, without regard to conflicts of law provisions or interpretations. •
2556658v1/25344-0021
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
2556658v125344-0021
ASSIGNOR:
GENDELL REALTY PARTNERS, INC.
an Illinois corporation
By:
Name:
Its:
ASSIGNEE:
CITY OF EVANSTON,
an Illinois home rule municipality
By:
Name: Wally Bobkiewicz
Its: City Manager
SELLER:
SONA 1225 CHICAGO REALTY, INC.
an Illinois corporation
By:
Name:
Its:
EXHIBIT A - CONTRACT
2556658vI/25344-0021
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REAL ESTATE SALE CONTRACT
GENDELL REALTY PARTNERS, INC.; an Illinois corporation, or its nominee
("Purchaser") agrees to purchase at a price of One Million Four Hundred Thousand Dollars
($1,400,000.00) (the "Purchase Price"), on the terms set forth herein, the following
described real estate in Cook County, Illinois:
LEGAL DESCRIPTION TO BE ADDED BY SELLER'S ATTORNEY
commonly described or known as 1223-1225 Chicago Avenue, Evanston, Illinois (the
"Property"), a lot measuring approximately 50 feet by 160 feet improved with a square
foot building. Specific lot dimensions will be per survey.
2. Owner of Record (the "Seller") agrees to sell the real estate and the property described
above, if any, at the -price and terms set forth herein, and to convey or cause to be conveyed
to Purchaser, or Purchaser's nominee, title thereto by a recordable Special Warranty Deed,
with release of homestead rights, if, any, subject only to: (a) covenants, conditions and
restrictions of record; (b) private, public and utility easements and roads and highways, if
any; (c) special taxes or assessments for improvements heretofore completed; (e) morigage or
trust deed specified below, if any, and (f) general taxes for the prior year (if unpaid), year of
closing and subsequent years including taxes which may accrue by reason of new or
additional improvements during the year(s).
3. Earnest Monev Upon the Seller's execution of this Agreement (the "Execution. Date'.
Purchaser will deposit in escrow, as earnes� money, the sum of Twenty Five Thousand
Dollars ($25,000.00). Purchaser agrees to pay or to satisfy the balance of the purchase, plus
or minus prorations, at the time of closing. Tre earnest money shall be held by Chicago Title
and Trust Company ("Escrowee"), or such title company designated by Seller, in an interest
bearing Strict Joint Order Escrow Accountx with all interest earned thereon payable to
Purchaser. Purchaser and Seller shall bear the cost of said escrow equally. The balance of
the Purchase Price will be paid to Seller at Closing in U.S. funds in the form of a wire
transfer in the amount of the balance owed pltts or minus prorations.
4. Closing The time of the closing shall be sixty (60) days from the end of the Inspection
Period, at a time to be agreed, unless the p,*ties mutually agree otherwise, at the Skokie,
Illinois office of Chicago Title Insurance Company or such other title company designated by
Seller.
5. Violations To the best of Seller's knowledge, Seller represents to Purchaser that neither
Seller, its beneficiaries, agents of Seller nor jagents of its beneficiaries, have received any
notice from any source whatsoever, of violati6n(s) of environmental, zoning, building, fire or
health code violations with respect to the property which have not been fully corrected to the
written satisfaction of the issuing authority. Purchaser shall make its own investigation and
will not rely upon Seller's representations. i
6. Insoection Period Purchaser's obligations h?reunder are subject to, at Purchaser's sole and
unfettered discretion, Purchaser's approval of4he Property for Purchaser's intended use. For
• that purpose, Purchaser is given one hundred and twenty (120) days from execution oULK
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contract to inspect the Property and to obtain all necessary testing and municipal and
governmental approvals for its intended use (the "Inspection Period").
Purchaser's approval or termination, hereunder, shall be at Purchaser's sole discretion and
Purchaser may terminate this agreement for any reason (or no reason), whatsoever. If during
the Inspection Period the Purchaser notifies the Seller in writing of its election to terminate
this agreement, the agreement shall be terminated and null and void, and the parties shall be
relieved of any further obligation and respoi.isibility under this agreement and the earnest
money and accrued interest thereon shall be returned to the Purchaser. In the event Purchaser
does not or fails to give written notification of its election to terminate the agreement prior to
the expiration of the Inspection Period the preceding provisions of this paragraph shall be
deemed waived.
7. With prior written notice to Seller, Purchaser and its agents shall have the right to reasonably
access the Property during the Inspection Per-ods. Purchaser or its agents may conduct any
research, testing, evaluation or initiate any' application or appeal for zoning or Village
approvals ("Governmental Approvals") Purchaser deems reasonably necessary or conduct
no research, testing evaluation or zoning application or appeal, at Purchaser's sole and
unfettered discretion. Inspection Period Dkuments Seller shall deliver or cause to be
delivered to Purchaser or Purchaser's agent, 'not more than FIVE days after the Execution
Date, the following information in writing regarding the Real Estate and other items to be
conveyed under the terms hereof (or if any portion of such information does not exist, a
statement that such information does not exist); •
(A) Copies of and a list of any leases, service, maintenance, management or other contracts
relating to the ownership or operation of the Real Estate;
(B) Copies of and a list of Seller's interest in any warranties, guarantees, permits and licenses
relating the above and the Property and Seller's interest in any trade names used in
connection with the Property (not including Seller's name);
(C) Copies of following documents which are in the possession of Seller and agents of Seller
at the Effective Date: all engineering, utility, sewer and water service, asbestos,
environmental and subsurface, wetlands, flood plain and traffic studies, examinations or
correspondence relating thereto; all reports, ' otices and other documents pertaining to any
process for site plan approval, zoning, aid variance process previously undertaken;
correspondence with adjacent property owners; any blueprints, architectural and building
drawings, structural, HVAC, mechanical anti plumbing plans and specifications, survey,
engineering and environmental reports in Seller's possession in connection with the Real
Estate, the notices, reports and registrations*. Seller has filed, if any, pursuant to Seller's
obligations under the Illinois State Fire Marshal Regulations for Underground Storage Tanks,
SARA Title II, the OSHA Hazard Communication Standard, and/or any other Federal, State
or Local Health and Safety Regulations ans' all documents concerning any previous or
potential litigation concerning the Property. $ the event Closing does not occur, Purchaser
shall promptly return the above to Seller, exc1pt to the extent needed by Purchaser to pursue
a claim against Seller based on Seller's defaulfherein;
(D) An existing boundary survey of the Property, and
In the event that, after Seller has furnished the- above information or a statement that such
information does not exist, Seller shall come t�;possess any -newer or new information, Seller
shall furnish copies of such newer or new information to Purchaser no later than TWO days
after receipt thereof; provided, however, that rxotwithstanding anything herein to the contrary,
such newer or new information shall be furnished to Purchaser no later than two days prior to
the Closing Date.
8. Release Purchaser does hereby release and forever discharge Seller, Seller's employees and
agents, heirs, administrators and executors fir m aay and all claims, demands and causes of
action of any kind or nature which may aris as a result of Purchaser's activities related to
Purchaser's inspections, investigations and testings with respect to the Property. Purchaser
shall hold Seller harmless and defend Seller against any and all claims, proceedings or causes
of action resulting from any action or inaction of Purchaser, its agents or employees, with
respect to the Property. Purchaser shall cause its contractors to carry Worker's
Compensation Insurance in accordance with: statutory requirements, Automobile Liability
Insurance and Commercial General Liabilitl; Insurance, naming Seller as an additional
insured, covering such contractors on or abotti the premises with policy limits not less than
two million dollars ($2,000,000.00) in the ev nt of personal injury to any number of persons
or damage to Property, arising out of any oni occurrence or in such reasonable amounts as
Seller shall require and to submit such certifict:tes evidencing such coverage to Seller prior to
the commencement of such work. This cove4i urt shall survive termination of this agreement
under paragraphs 6 or 10. Purchaser shall: not cant' out such activities, which causes
interruption in Seller's business activities. A;;r haser agrees to restore the property to its
original condition prior to such inspections, iris estigations and testing.
9. Conveyance of Title At Closing, Seller agrees to deliver to Purchaser a Special Warranty
Deed, in recordable form, conveying the Premises to Purchaser or its nominee or assigns,
free and clear of all liens, claims and encuW!brances except for the Permitted Exceptions
(as hereinafter defiried). �
10. Title Commitment; Title Policy Seller shall obtain, at Seller's expense, and arrange for
delivery to the parties within FIVE days following the deposit of the Earnest Money into
escrow with the Title Company, a Commitment for Owner's ALTA Title Insurance
Policy Form B with extended coverage t' xtended coverage shall be at Purchaser's
expense) ("Commitment") issued by Title Company, setting forth the state of title to the
Premises and all exceptions and restrictions of record. Along with such commitment;
Seller shall request that the Title Company furnish Purchaser with copies of all
documents affecting the Premises, as reflActed in the Commitment. in the event any
exceptions appear in such Commitment or title documents other than the standard printed
exceptions (which shall be deleted in the O%,rner's Title Policy as hereafter provided) that
are unacceptable to Purchaser, then Purchas r. shall, on or before the date of expiration of
the Contingency Period, notify Seller, in whiting, of such fact. Any such exceptions not
objected to by Purchaser shall hereinafter: be referred to as "Permitted Exceptions';
provided, however, that mortgage liens, jud�ament liens, mechanic's liens, tax liens and
other liens of definite or ascertainable amounts which are capable of being cleared from
title by the payment of a sum certain ('IMonetary Liens") shall not be Perini
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Exceptions under any circumstances, regardIgss of whether or not Purchaser objects thereto
in accordance herewith, and Monetary Lien^: shall be cleared from title at closing by the
payment or escrowing of sufficient funds t d cause such exceptions to be removed from
Purchaser's title policy, such payments to be -made by Seller. Any exceptions objected to
by Purchaser prior to expiration of the Contingency Period, raised by the Title Company
subsequent to the date of expiration of the Contingency Period for the first time and any
Monetary Liens shall hereinafter be called "Unpermitted Exceptions". Seller shall give
written notice to Purchaser within five (5 days of the date of Purchaser's notice of
objection to title matters as to whether 'seller will cure the matters objected to by
Purchaser at or prior to Closing and such iijdertaking to cure, if any, shall be a binding
Ir obligation of Seller under this Agreement. the event Seller fails to cure an Unpermitted
Exception at or prior to Closing, Purchaser"`may terminate this Agreement and receive a
return of the Earnest Money or may elect to 'proceed to close hereunder and take a credit at
closing in the aggregate amount of any MoLetary Liens. At Closing Seller shall pay to
bring the Commitment to policy and subject, only to the Permitted Exceptions.
11. Survey Purchaser, at its sole cost and expe* within ten (10) days of contract execution,
will obtain a survey of the Property, preparpd in accordance with the Minimum Standard
Detail Requirements for ALTA/ACSM Land Title Surveys, a survey of the Premises, dated
as of a date on or after the Contract Date, cer{ified to Purchaser and its assigns, Purchaser's
designated lender(s), and the Title Company' The Survey shall, include Table A Optional
Item No.'s: 1, 2, 3, 4, 5 (on a separate sheet from the other matters), 6, 7 (if applicable), 8,
9 (if applicable), 10, 11, 13, 14, 15 and 16: Should the Survey indicate the presence of •
any encroachments by or upon the Premises"or other matters which do or could adversely
affect Purchaser's use, Purchaser may terminate the Contract by written notice to Seller.
12. Tax Prorations All general real estate taxes `upon the Property for the current year shall be
prorated on the basis of 110% of the most recent ascertainable tax bill. Such tax proration
shall be final at Closing and shall not be re-p'ated upon receipt of the actual tax bill..
13. Transfer Stamps Seller shall pay the amouri�-of any stamp tax imposed by State law on the
transfer of title, and shall furnish a completed!Real Estate Transfer Declaration signed by the
Seller or the Seller's agent in the form rqquired pursuant to the Real Estate Transfer
Declaration of the State of Illinois and shall'furnish any declaration signed by the Seller or
the Seller's agent. The parties shall meet other requirements as established by any local
ordinance with regard to a transfer or transaoilion tax; such tax required by local ordinance
shall be paid by the party upon whom such gyilinance places responsibility therefor. If such
ordinance does not so place responsibility, Serer shall pay the tax.
14. Default If the Purchaser defaults, earnest money shall be forfeited and paid to Seller as
Seller's sole remedy for such default at law or°equity, If Seller defaults, earnest money, at the
option of Purchaser shall be refunded to Purdl aser and Purchaser may file suit against Seller
for specific performance as Purchaser's sole ?temedy for such default at law or equity.. In
the event of a dispute as to which party is entitled to the earnest money, the Escrowee may
deposit the escrowed funds with the Clerk of tie Circuit Court pending final resolution.
15. Closina Escrow At the election of either part, upon notice to the other not less than five (5)
days prior to the time of closing, this sale shall be closed through an escrow at Chicago Tie •
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Insurance Company, or such title company designated by Seller, in accordance with the
general provisions of the usual form of Deed;and Money Escrow Agreement then in use by
Chicago Title Insurance Company, with such special provisions inserted in the escrow
agreement as may be required to conform with this agreement. Upon the creation of such
escrow, anything herein to the contrary notwithstanding, payment of the purchase price and
delivery of the deed shall be made through,the escrow and this contract and the earnest
money shall be deposited in the escrow. T�c .Parties shall equally share the cost of the
escrow in accordance with usual custom. . j
16. Time Time is of the essence in this agreement,
17. Notices All notices required herein shall be }'n writing and shall be served on the parties at
The addresses following their signatures. The faxing of a notice to a party's respective
attorney shall be sufficient. i
I8. Assianment Purchaser may not assign thisl greement to another entity without Seller's
consent prior to closing, provided, however, that Purchaser shall remain primarily liable for
the performance of Purchaser's obligations hereunder.
19. Broker Seller and Purchaser each represent Ind warrant to the other that Terraco, Inc. have
served as brokers in this transaction pursuant to separate agreement.
21. SELLER'S REPRESENTATIONS
Seller hereby represents, covenants and warrants to Purchaser as follows, each of which is true and
correct as of the Effective Date, and shall be true and correct at Closing.
(A) Seller is the record owner of the Property, has the full power, right and authority to grant the
rights provided under this Agreement, to assign and convey the Property and to consummate this
transaction, all as herein provided and the Property is not leased under terms in which the Iease is not
cancelable by the Iessor upon one month's notice to tl a tenant;
(B) Except as is listed below, Seller and agents of Seller have received no threat or notice of the
commencement of any legal action against Seller fir the damaging, taking or acquiring of, or in
connection with all or any part of, the Property and there is no pending or threatening eminent
domain, condemnation or other governmental taking bf the Property or any part thereof. If, prior to
the Closing Date, all or any portion of the Real Estate is condemned or taken by eminent domain, or
Seller becomes aware of or receives a notice of a proposed condemnation, Seller shall, within ten
(10) days following any of the above events, giv,�• Purchaser notice thereof in writing. If a
condemnation or taking in fact occurs and such cond mnation or taking is substantial (as hereinafter
provided), then notwithstanding anything to the contrary herein, Purchaser shall have the option,
exercisable by notice to Seller given within ten (10)days following Seller's_ notice to Purchaser of
such condemnation , to terminate this Agreement, v hereupon this Agreement shalt be terminated,
the Earnest Money Deposit and interest thereon shall forthwith be returned to Purchaser and
thereafter neither party shall have any further rights or obligations hereunder. If (a) Purchaser does
not elect to terminate this Agreement in the event of a substantial condemnation or taking, or (b)
such condemnation or taking is not substantial, Sell ez; shall convey the Property on the Closing Date
to Purchaser in its then condition, upon and subjectjo all of the other terms and conditions of this
Agreement, and assign to Purchaser all of Seller's right title and interest in and to any claims Seller
may have to the condemnation awards and/or any causes of action with respect to s
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condemnation or taking of the Real Estate and pay to Purchaser all payments theretofore made to
Seller by such condemning authorities. A condemnation or taking shall be deemed substantial if it
results in the inability of Purchaser to construct Purchaser's development as contemplated by this
Agreement:
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(C) To the best of Seller's knowledge Seller or agents of Seiler have no knowledge or have received
no notices from any governmental authority of zoning, building, licensing, permit, fire, or health
code violations in respect to the Real Estate or which- to a material extent could adversely effect the
financial condition or continued operation of Selle$ nor are any licenses or permits existing or
required to be obtained from any governmental authority affecting the Property except as foIlows:
NONE i
(D) To the best of Seller's knowledge There is no pending or threatened litigation, claims, demands
or liens with respect to the Property or which to a maierial extent could adversely effect the financial
condition or continued operation of Seller except as follows:
NONE
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(E) intentionally deleted.
(l) Intentionally deleted.
(G) intentionally deleted.
(H) To the best of Seller's knowledge Seller andjagents of Seller have not been subject to, or
received any notice of, any private, administrative ! or judicial action, or notice of any intended
private, administrative, or judicial action, relating to "the presence or alleged presence of hazardous
materials in, under, upon or emanating from the Pro�ierty, and does not know and has no reason to
know of any basis for any such notice or action, and there are no pending or to the best of Seller's
knowledge, threatened actions or proceedings (or no�ices or potential actions or proceedings) from
any governmental agency or any other person or entity regarding any matter relating to health,
safety, or protection of the environment, to the best of Seller's knowledge;
(I) Intentionally deleted.
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(J) Intentionally deleted.
(K) To the best of Seller's knowledge, (i) No portion of the Real Estate is "exempt" from real
estate taxes (ii) no special assessments have been levied or assessed against the Real Estate, and (iii)
Seller has received no notice and has no knowledge pf any proposed assessment increase, except as
follows:
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NONE
Q Intentionally Intentionally deleted.
(M) To the best of Seller's knowledge, Seller is not i(ware of any adverse incident, including but not
limited to commission of a serious crime on the Real,Estate, in connection with all or portion of the
Property which could adversely affect the salability o� leasability of the Property;
(N) Seller is not insolvent;
(0) To the best of Seller's knowledge, the performance by Seller of all the terms and provisions
contained in this Agreement and in any and all other documents delivered to Purchaser shall not
constitute an event of default under any other agreements to which Seller is now or hereafter may be
a party, nor will any such acts in any way violate any statute, regulation or administrative direction;
(P) Unless Purchaser defaults prior to the Closing D4,te or unless this Agreement is terminated prior
to such date, then other than (i) physical changes, except necessary home repairs, to the Real Estate,
if any, mentioned in this Agreement which Seller; agrees to make under the terms hereof, (ii)
physical changes to the Property made by Seller to comply with applicable law, and (iii) ordinary
wear and tear, Seller shall between the last date Purchaser makes an inspection and the Closing Date:
(1) Operate the Real Estate diligently and in,.the ordinary course of Seller's business and
• keep, maintain and repair the Property in its present condition, reasonable wear and tear excepted;
(11) Advise Purchaser promptly of any litigation, arbitration, administrative hearing, or
legislation before any governmental body or agency of which Seller is notified, concerning or
affecting the Property which is instituted after the date hereof;
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(111) Not take, or omit to take any action that would have the effect of violating any of the
representations, warranties, covenants and agreements of Seller contained in this Agreement;
(IV) Without the prior consent of Purchaser; not enter into any new written or oral service
agreement or other agreement with respect to the Property that will not be fully performed by the
parties thereto on or before the Closing Date;
(V) Operate the Property diligently an in the ordinary course of Seller's business; and
(VI) Keep observe and perform Seller's material obligations as landlord under leases
presently in effect, and as long as tenants are not in default under the leases, nor cause termination of
any lease;
(VI1) Not amend any lease or enter into any ;new lease concerning the Property without the
written consent of Purchaser and shall not amend �ny service agreement or enter into any new
service agreement concerning the Property unless the;same is terminable without penalty by the then
owner of the Property upon not more than 30 days' n1tice;
(Q) Seller is not aware of any unrecorded liens against the Property which will not be satisfied out
of the Purchase Price;
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(R) All obligations of Seller arising' from the ownership and operation of the Property which
accrued prior to the Closing Date, including, but not limited to salaries, taxes, leasing commissions,
and the like, have been paid as they become due or �,vill be paid at or prior to CIosing. Except for
obligations for which provisions are herein made for proration or other adjustments at CIosing, there
will be no obligations of Seller with respect to the Pr�perty outstanding as of the Closing Date;
(S) Seller shall maintain in full force and effect (subject to any expiration thereof) until Closing the
insurance policies covering the Property. Seller shall renew or replace any policy expiring before
Closing with a policy having a term of not more than �ne year,
(T) Seller shall not withdraw, settle or otherwise compromise any protest or reduction proceeding
affecting real estate taxes assessed against the Real Estate for any tax year in which the Closing is to
occur or any subsequent tax year without the prior written consent of Purchaser, which consent shall
not be unreasonably withheld;
(U) If Seller is a corporation:
(i) The execution of this Agreement on'l ehalf of Seller by the person(s) who executed
this Agreement on behalf of Seller has been approved by Seller's Board of Directors and the
approval of Seller's shareholders is not required;
(ii) The execution by Seller of this Agreement and any other documents which may from
time to time hereafter be executed by Seller and delivered to Purchaser shall not constitute a breach
of any provision contained in the Articles of Incorpo4lion or by-laws of Seller; and
(iii) Seller is and during the term of this Agreement will continue to be in good standing •
in the state in which Seller is incorporated and the state in which the Real Estate is located.
(V) On the Closing Date, Seller will deliver the Real Estate to Purchaser in a broom clean condition.
(W) On the Closing Date no tenancies will exist on the Property except as follows. LA Tan, an
existing tenant on the Property, shall.be entitled to- lease its current premises for up to four (4)
months after the Closing for a sum $16,000 for the said four (4) months. If LA Tan elects to lease
the premises, Buyer shall receive credit of $16,000; at Closing as prepaid rent. Should LA Tan
remain in the premises after the four (4) month term expires, holdover rent shall be at 300% of the
prior mouth's rent. The parties acknowledge that tirpe is of the essence and Purchaser will attempt
to shorten its inspection period and Seller will 'attem�t to shorten the remaining LA Tan lease term
In the event LA Tan shall vacate prior to the end of a> y prepaid rental term, LA Tan shall be entitled
to a refund of the prorata portion of any prepaid rent i` has paid over to Purchaser.
22. REPRESENTATIONS, WARRANTIES ANCOVENANTS OF PURCHASER
Purchaser hereby represents, covenants and warrants Ito Seller as follows, each of which is true and
correct as of the Effective Date, and shall be true and ,'correct at Closing and shall survive the Closing
and shall not merge into the deed:
(A) Purchaser has all requisite power and authority to consummate the transaction
contemplated by this Agreement and has by proper proceedings duly authorized the execution and
delivery of this Agreement and consummation of the transaction contemplated hereby.
(B) This Agreement when executed and delivvered by Purchaser will constitute the valid a
binding agreement of Purchaser enforceable against Purchaser in accordance with its terms.
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23. FURTHER ASSURANCES From the Effeptive Date of this Agreement, both Seller and
Purchaser covenant to each other that, in addition - to the acts and deeds recited herein and
contemplated to be performed, executed and delive ed by each, each shall perform, execute and
deliver or cause to be performed, executed and delived at, prior to, or after the Closing, any and all
further reasonable acts, deeds, and assurances and execute any documents or other writings as the
other or the Title Insurer may reasonably request in order to consummate the transactions
contemplated herein or to confirm or perfect any right to be created or transferred herein or pursuant
to this transaction, provided that neither party shall:be required to incur any material expenses in
connection therewith. `
24. BROKER: Seller agrees to pay a commission in the amount of Thirty Thousand Dollars to
Terraco, Inc.
SELLER:
SONA 1225 CHIC GGOP;ETY, INC.
By: Urmish Pate `�
Its: Officer
3775 West Arthur Ave.
Lincolnwood, IL 60712
DATE: 10 b3 i 1
PURCHASER:
GENDELL REALTY PARTNERS, INC.
Bye: Scott Gendell
Its: President
3h1 Old Glenview Rd, Suite 300
Wilmette, IL 60091
DATE
t D /�
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