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HomeMy WebLinkAboutORDINANCES-2012-064-O-12• 6/18/2012 64-0-12 AN ORDINANCE Authorizing the City Manager to Execute a Real Estate Contract for the Sale of City -Owned Real Property Located at 1131 Sherman Avenue in Evanston, Illinois to Mark Hammergren WHEREAS, the City of Evanston owns real property located at 1131 Sherman Avenue, Evanston, Illinois, 60202 and legally described in Exhibit A, attached hereto and incorporated herein by reference (the "Subject Property"); and WHEREAS, the City Council of the City of Evanston has determined that ownership of the aforesaid Subject Property is no longer necessary, appropriate, required, or in the best interests of the City of Evanston; and WHEREAS, the City Council has determined that the best interests of the City • of Evanston would be served by the sale of said Subject Property to a qualified party for private use; and WHEREAS, pursuant to Ordinance 63-0-12, the City Council, by a vote of at least two-thirds (%) of the elected Aldermen then holding office, did direct the City Manager to negotiate the sale of said Subject Property on behalf of the City; and WHEREAS, pursuant to Ordinance 63-0-12, the City Manager has negotiated the sale of the Subject Property; and WHEREAS, the City Manager recommends that the City Council hereby approve the negotiated sale of the Subject Property, with the City of Evanston as Seller and Mark Hammergren, an individual, as Buyer; and 64-0-12 WHEREAS, the City Council hereby finds and determines that the best 0 interests of the City of Evanston and its residents will be served by conveying the aforesaid Subject Property to Hammergren, on terms consistent with the Agreement for Purchase and Sale of Real Estate, attached hereto as Exhibit B and incorporated herein by reference (hereinafter, the "Agreement"); and WHEREAS, as required by Section 1-17-4-2-(B) of the Evanston City Code, 1979, as amended (the "City Code"), a Notice of Intent to Sell Certain Real Estate, was published in the Evanston Review, a newspaper in general circulation in the City of Evanston, on June 21, 2012, 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 sale of the Property, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT: is 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 negotiated sale of the Subject Property with the City as Seller and Hammergren as Buyer. SECTION 3: The City Manager is hereby authorized and directed to sign, and the City Clerk is hereby authorized and directed to attest, the Agreement, 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 sale of the aforesaid Subject Property as the City Manager may deem fit and proper. -2- 64-0-12 SECTION 4: The City Manager er 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 sale 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 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. Ayes: Nays: o Introduced: AS , 2012 Adopted: vl , 2012 0 Attest: Approved: B. Tisdahl, Mayor Approved as to form: 2012 • R6dr)6y Green , City Clerk W. Grant Farrar, Corporation Counsel —3— 64-0-12 EXHIBIT A 0 Legal Description LOT 7 IN FORSTER'S SUBDIVISION OF LOTS 1 TO 5 INCLUSIVE, AND 18 TO 28 INCLUSIVE, IN BLOCK 1 OF HARDIN'S ADDITION TO EVANSTON, SITUATION IN COOK COUNTY, ILLINOIS. ALSO A TRIANGULAR PARCEL OF LAND IN THE SOUTHEAST CORNER OF LOT 6 IN FOSTER'S SUBDIVISION OF LOTS 1, 2, 3, 4, 5, 18, 19, 20, 21, 22, 23, 24, 25, 26 27 AND 28 IN BLOCK 1 IN HARDIN'S ADDITION TO EVANSTON LYING SOUTHEASTERLY OF A LINE EXTENDING SOUTHWESTERLY FROM A POINT ON THE EASTERLY LINE OF SAID LOT 6, WHICH POINT IS 20 FEET ON THE SOUTH LINE OF SAID LOT 6, WHICH POINT IS 10 FEET WEST OF SAID SOUTHEAST CORNER, ALL SITUATED IN COOK COUNTY, ILLINOIS. Commonly Known As: 1131 Sherman Avenue, Evanston, Illinois. PIN: 11-19-111-024-0000. MC • • • EXHIBIT B n n U Agreement for Sale of Real Estate �5� 64-0-12 REAL ESTATE SALE CONTRACT • This agreement ("Agreement") is entered into this _ day of 2012 by and between the CITY OF EVANSTON, an Illinois municipal corporation, ("Purchaser") and MARK HAMMERGREN, an individual ("Seller"). Purchase Price. The Purchaser agrees to purchase from the Seller at a price of THIRTY THOUSAND DOLLARS ($30,000.00) (the "Purchase Price"), on the terms set forth herein, the following described real estate in Cook County, Illinois: LOT 7 IN FORSTER'S SUBDIVISION OF LOTS 1 TO 5 INCLUSIVE, AND 18 TO 28 INCLUSIVE, IN BLOCK 1 OF HARDIN' S ADDITION TO EVANSTON, SITUATION IN COOK COUNTY, ILLINOIS. ALSO A TRIANGULAR PARCEL OF LAND IN THE SOUTHEAST CORNER OF LOT 6 IN FOSTER'S SUBDIVISION OF LOTS 1, 2, 3, 4, 5, 18, 19, 20, 21, 22, 23, 24, 25, 26 27 AND 28 IN BLOCK 1 IN HARDIN'S ADDITION TO EVANSTON LYING SOUTHEASTERLY OF A LINE EXTENDING SOUTHWESTERLY FROM A POINT ON THE EASTERLY LINE OF SAID LOT 6, WHICH POINT IS 20 FEET ON THE SOUTH LINE OF SAID LOT 6, WHICH POINT IS 10 FEET WEST OF SAID SOUTHEAST CORNER, ALL SITUATED IN COOK COUNTY, ILLINOIS. Permanent index number: 11-19-1 I 1-024-0000. and commonly described or known as 1131 Sherman Avenue, Evanston, Illinois, a lot measuring approximately 3,100 square feet with no improvements on the property (the "Property"). Specific lot dimensions will be per survey (however, variations between the • survey and the foregoing approximate figures shall not affect the validity or substance of this Agreement). 2. Convevance. Seller agrees to sell the real estate and the property described above 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) mortgage or trust deed specified below, if any, and (f) general taxes for the year of closing and subsequent years including taxes which may accrue by reason of new or additional improvements during the year(s); and (g) any leases (as expressly described below). 3. Earnest Monev. Upon the Seller's execution of this Agreement (the "Execution Date"), Purchaser will deposit in escrow, as earnest money, the sum of ZERO Dollars ($0.00). The balance of the Purchase Price will be paid in the manner described under Section 4 (Closing) in U.S. funds in the form of a certified or cashier's check, or similar funds, in the amount of the balance owed plus or minus prorations. 4. Closing. The time of the closing shall be no later than July 30, 2012 ("Closing Date"), at a time to be agreed, unless the parties mutually agree otherwise, at the Skokie, Illinois office of Chicago Title Insurance Company. The Closing Date may be postponed by mutual agreement of the parties to this Agreement. 0 • 5. Inspection Period. Purchaser's obligations hereunder are subject to, at Purchaser's sole and unfettered discretion, Purchaser's approval of the Property for Purchaser's intended use. For that purpose, Purchaser is given fifteen (15) days from the Execution Date 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 during the Inspection Period 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, except as to Purchaser's covenants and obligations as to indemnification, the parties shall be relieved of any further obligation and responsibility 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, Purchaser shall be deemed to have waived its rights under the Inspection Period and shall be obligated to purchase the Property. With notice to Seller, and subject to any rights of the current tenants, Purchaser and its agents shall have the right to reasonably access the Property during the Inspection Period. Purchaser or its agents may conduct reasonable research, non-destructive testing, evaluation or initiate any application or appeal for zoning (subject to the provisions below) or City of Evanston approvals ("Governmental Approvals") Purchaser deems reasonably necessary or conduct no research, testing evaluation or zoning application or appeal, at Purchaser's sole cost and expense and at Purchaser's sole and unfettered discretion. Any destructive testing, other than small material sampling required for asbestos testing, if recommended by • Purchaser's environmental consultant, shall only be conducted with the written consent of Seller; in such event Seller may, but is not so obligated, require its supervision over any destructive testing and the posting by Purchaser of a reasonable deposit. Buyer shall not cause or permit any mechanic's liens or liens to be recorded against the Property as a result of any actions taken by Purchaser or Purchaser's agents during the Inspection Period. After conducting any inspections, Purchaser shall promptly restore the Property to the condition it was in immediately prior to conducting any inspections or tests, as reasonably approved by Seller. In the event that Purchaser desires to initiate such Governmental Approvals, it shall do so at its sole risk, cost, and expense, and timely provide the Seller with copies of all materials provided to and/or received from any governmental body. Inspection Period Documents. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's agent, not more than five (5) days after the Execution Date, the following information in writing regarding the Property 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 operation of the Property; (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); and 6. Conveyance of Title. At Closing, Seller agrees to deliver to Purchaser a Special Warranty • Deed, in recordable form, conveying the Premises to Purchaser free and clear of all liens, claims and encumbrances except for the Permitted Exceptions (as hereinafter defined). 7. Title Commitment; Title Policy. Purchaser, at its sole risk, cost, and expense, shall obtain and arrange for delivery to the parties within ten (10) days following the date hereof a Commitment for Owner's ALTA Title Insurance Policy Form B with extended coverage ("Commitment") issued by Title Company, setting forth the state of title to the Property and all exceptions and restrictions of record. Along with such commitment, Purchaser shall request that the Title Company furnish Purchaser with copies of all documents affecting the Property, as reflected 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 Owner's Title Policy as hereafter provided) that are unacceptable to Purchaser, or the Title Company cannot or refuses to issue Endorsements or other items desired or required by Purchaser, then Purchaser shall, within five (5) days of receipt of the Title Commitment listing exceptions, notify Seller, in writing, of any objections to such exceptions or other matters. Any such exceptions or other matters not objected to by Purchaser in this time period shall hereinafter be referred to as "Permitted Exceptions"; provided, however, that mortgage liens, judgment 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 ("Monetary Liens") shall not be Permitted Exceptions under any circumstances, regardless of whether or not Purchaser objects thereto in accordance herewith, and Monetary Liens shall be cleared from title at closing by the payment or escrowing of reasonably sufficient funds to cause such exceptions to be removed from Purchaser's title policy, such payments to be made by Seller. Any exceptions objected to by Purchaser within the time period specified • above, and any Monetary Liens shall hereinafter be called "Unpermitted Exceptions". Provided such occurs before the Closing Date, Purchaser shall have five (5) days to object to any exceptions raised by the Title Company subsequent to the date of expiration of the Contingency Period for the first time ("Supplemental Exceptions"). Any Supplemental Exceptions objected to by Purchaser with the five (5) day period 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 undertaking to cure, if any, shall be a binding obligation of Seller under this Agreement. In 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 Monetary Liens. At Closing Seller shall pay to bring the Commitment to policy, with coverage over the standard, pre-printed exceptions and subject only to the Permitted Exceptions and the cost of the Endorsements. 8. Survey. Seven days prior to Closing, Seller, at Seller's expense, shall deliver or cause to be delivered to Purchaser or Purchaser's agent a survey (the "Survey") of the Real Estate dated on or after the date hereof prepared by a licensed Illinois land surveyor and certified by said surveyor to Purchaser and the Title Company. The Survey shall (i) set forth the legal description of the Real Estate, (ii) contain the common address of the Real Estate, (iii) locate all buildings, improvements, easements, set -back lines and rights -of -way upon or adjacent to • the Real Estate, (iv) locate all adjoining streets, and (v) show no encroachments by improvements located on the Real Estate onto adjoining properties (to the extent that any such encroachments exist, such are hereinafter referred to as "Survey Defects"). The legal description of the Real Estate as it appears on the Survey shall be consistent with the legal description of the Real Estate as it appears on the Commitment (as hereinafter defined). Tax Prorations and Transfer Stamns. Seller shall pay all general real estate taxes as may be due and owing as of the date of Closing, with Purchaser given credit at Closing against the Purchase Price for Seller's share of such taxes not yet due. If the amount of such unpaid taxes is not definitely ascertainable, such credit and prorating shall be on the basis of 105% of the most recent bill. Special assessments which are confirmed against the Real Estate prior to Closing shall be paid in full by Seller. Transfer stamps, if any, for the conveyance provided herein shall be paid by Seller. Any proratable items shall be prorated as of the date of possession. No post -closing re-prorations shall occur. 10. 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 Purchaser, but such refunding shall not release Seller from its obligations under this agreement; notwithstanding the foregoing, Purchaser's remedy shall be limited to an action for specific performance and direct damages (expressly excluding consequential and punitive damages, loss of profits, and similar items). 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 the Circuit Court pending final resolution. The prevailing party in any action shall be due its costs and reasonable attorney's fees. 11. Escrow. At the election of either party, 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 Title • Insurance Company 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. - The parties shall equally share the cost of the escrow. 12. Time. Time is of the essence in this agreement. 13. Notices. All notices required herein shall be in writing and shall be served on the parties at the addresses following their signatures. The serving of a notice by facsimile transmission to a party's respective attorneys and other persons indicated below shall be sufficient; any other service shall be by a nationally recognized, overnight courier. If to Seller: City of Evanston Wally Bobkiewicz, City Manager 2100 Ridge Avenue Evanston, IL 60201 With a copy to: City of Evanston W. Grant Farrar, Corporation Counsel 2100 Ridge Avenue 4 Evanston, IL 60201 . If to Purchaser: Mark Hammergren 1129 Sherman Avenue Evanston, IL 60201 14. Assienment. Purchaser may assign this Agreement to another entity only with Seller's written consent, which shall not be unreasonably withheld, conditioned, and/or delayed. 20. 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 and shall survive the Closing and shall not merge into the deed: (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, subject to any and all leases, and to consummate this transaction, all as herein provided; (B) Except as is listed below, Seller and agents of Seller, based upon Seller's actual knowledge (defined below), have received no threat or notice of the commencement of any legal action against Seller for 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 of 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, give Purchaser notice thereof in • writing. If a condemnation or taking in fact occurs and such condemnation 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 or taking, to terminate this Agreement, whereupon this Agreement shall 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, Seller shall convey the Property on the Closing Date to Purchaser in its then condition, upon and subject to 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 such 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: NONE (C) Based upon Seller's actual knowledge, Seller or agents of Seller 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 affect the financial condition or continued operation of Seller, nor are any licenses or permits • • existing or required to be obtained from any governmental authority affecting the Property except as follows: NONE (D) Based upon Seller's actual knowledge, there is no pending or threatened litigation, claims, demands or liens with respect to the Property or which to a material extent could adversely affect the financial condition or continued operation of Seller except as follows: NONE (E) Based upon Seller's actual knowledge, all water lines, sanitary sewers, storm sewers, electric, gas, telephone or other utilities or services are located on the Real Estate and appropriate utility easements permitting use and service of said utilities are of record; notwithstanding the foregoing, Seller shall not be required to secure any easements which are not of record, or to secure any amendments to recorded instruments; (F) Based upon Seller's knowledge, no fact or condition exists which could result in the termination or impairment of access to the Real Estate from adjoining public streets or which could result in discontinuance of presently available or otherwise necessary sewer, water, electric, gas, telephone or other utilities or services; (G) Based upon Seller's knowledge: (i) the Property is not in violation of any Federal, State or local law, ordinance or regulation relating to industrial hygiene or to the environmental conditions on or under the Property including but not limited to, soil and ground water conditions; (ii) there are no environmental, health or safety hazards on or under the Property, including, but not limited to soil and ground water conditions; • For purposes of this Agreement hazardous material means and includes, without limitation, definitions found in 42 U.S.0 9601 et seq. (CERCLA); 42 U.S.C. 6901 et. seq. (S)VDA) as amended or hereafter amended; (i) petroleum including but not limited to crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (ii) asbestos in any form or condition, and (iii) any radioactive material, including, but not limited to, any source, special nuclear or by-product material as defined at 42 U.S.C. et. seq.; or (iv) that defined under any other applicable Federal, State, or local law, regulation, ordinance or requirement, all as amended or hereafter amended; (H) Based upon Seller's actual knowledge, Seller and agents 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 Property, , and there are no pending or threatened actions or proceedings (or notices 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; (I) Based upon Seller's actual knowledge, there have not been and there are not any past or present events, conditions, circumstances, activities, practices, incidents or actions which could reasonably be expected to interfere with or prevent continued compliance with any Federal, State, or local law, regulation, ordinance or requirement relating to health and safety and protection of the environment or which may give rise to any legal liability, or otherwise • form the basis of any claim, action, suit, proceeding, hearing or investigation against or involving the Property based on any Federal, State or local law, regulation, ordinance or requirement relating to health, safety and protection of the environment or violation or • alleged violation thereof; (J) Based upon Seller's actual knowledge, the Real Estate is not located in the 100-year flood plain, flood way or wetlands. (K) Seller is not insolvent; (L) 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 parry, nor will any such acts in any way violate any statute, regulation or administrative direction; (M) Unless Purchaser defaults prior to the Closing Date or unless this Agreement is terminated prior to such date, then other than (i) physical changes, except repairs, to the Real Estate, if any, mentioned in this Agreement which Seller expressly 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: (i) 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, (ii) Not further encumber the Property or modify the terms or condition of any existing encumbrances, if any; (iii) 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 is (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) 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; (vi) Not amend any lease or enter into any new lease concerning the Property without the written consent of Purchaser and shall not amend any 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' notice; (N) Based upon Seller's actual knowledge, Seller is not aware of any unrecorded liens against the Property which will not be satisfied out of the Purchase Price; (0) 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 will be paid at or prior to Closing. Except for obligations for which provisions are herein made for proration or other adjustments at Closing, there will be no obligations of Seller with respect to the Property outstanding as of the Closing Date; • • (P) Seller shall maintain, or cause to be maintained, in full force and effect (subject to any expiration thereof) until Closing the insurance policies covering the Property, and/or shall continue to self -insure as historically employed. Seller shall renew or replace any policy expiring before Closing with a policy having a term of beyond the Closing Date; (Q) 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; (R) The Seller is a municipal corporation and: (i) The execution of this Agreement on behalf of Seller by the person(s) who executed this Agreement on behalf of Seller has been duly approved; (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 Incorporation 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 Property is located. 21. As -Is Convevance. Except as expressly provided under this Agreement, Purchaser acknowledges and stipulates that the conveyance of the Property by Seller is strictly "as -is," and "where -is," with any and all faults, deficiencies, discrepancies, burdens, and obligations of any nature, type, and extent whatsoever, known or unknown, actual or contingent, existing, arising now, or at any • time hereafter. The Seller will deliver the property free from construction debris, rubbish, and other garbage. The Seller will also cut the grass prior to Closing. 22. Representations, Warranties and Covenants of the Purchaser. Purchaser hereby represents, covenants and warrants to 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 delivered by Purchaser will constitute the valid and binding agreement of Purchaser enforceable against Purchaser in accordance with its terms. 23. Confidentiality. The parties shall maintain the terms of this Agreement and the transaction generally as confidential, including but not limited to any and all deliverables of Seller, disclosing such only on a commercially reasonable "need to know" basis. In the event a party requires disclosure to any other person, then such recipients shall be bound by the instant confidentiality requirement. 0 SELLER: CITY OF EVANSTON By: Wally Bobkiewicz Its: City Manager DATE: Approved as to form: �� "p. 44�djek,� W. Grant Farrar Corporation Counsel PURCHASER: MARK HAMMERGREN M. DATE: • • •