HomeMy WebLinkAboutORDINANCES-2012-098-O-128/28/2012
98-0-12
AN' ORDINANCE
Authorizing the City Manager to Execute a Sale Contract for
a portion of City Owned Real Property, to be known as Lots 3, 4 and
5 and Outlots A and B, 1600 Foster Avenue, Evanston, Illinois
to EM'SQ Holding, LLC
WHEREAS, the City of Evanston owns real property located at 1600 Foster
Avenue, Evanston, Illinois, 60201 and legally described in Exhibit A, attached hereto and
incorporated herein by reference (the "Subject Property"); and
WHEREAS, the City acquired the Subject Property to implement the first
phase of Emerson Square, a new mixed -income housing development, and the second
component of the City's $18.15 million Neighborhood Stabilization Program 2 ("NSP2")
grant awarded by the Department of Housing and Urban Development; and
WHEREAS, the City is proposing to subdivide the Subject Property into
seven separate lots pursuant to resolution 63-R-12, as depicted on the proposed plat of
subdivision and attached hereto as Exhibit B; and
WHEREAS, pursuant to Ordinance 97-0-12, 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 proposed Lots 3, 4 and 5 and Outlots A and B of the Subject
Property on behalf of the City; and
WHEREAS, pursuant to Ordinance 97-0-12, the City Manager has
. negotiated the sale of proposed Lots 3, 4 and 5 and Outlots A and B of the Subject
Property; and
98-0-12
WHEREAS, the City Manager recommends that the City Council hereby i
approve the sale of proposed Lots 3, 4 and 5 and Outlots A and B of the Subject Property,
with the City of Evanston as Seller and EMSQ Holding, LLC, an Illinois limited liability
company, as Buyer; and
WHEREAS, the City Council hereby finds and determines that the best
interests of the City of Evanston and its residents will be served by conveying the aforesaid
proposed Lots 3, 4 and 5 and Outlots A and B of Subject Property to EMSQ Holding, LLC,
on terms consistent with the Purchase and Sale Agreement for Real Estate, attached
hereto as Exhibit C and incorporated herein by reference (hereinafter, the "Agreement');
and
WHEREAS, as required by Section 1-1 7-4-2-(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 September 6, 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:
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 proposed Lots 3, 4 and 5 and Outlots A and B of Subject Property
with the City as Seller and EMSQ Holding, LLC as Buyer.
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98-0-12
• 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.
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 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
0 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: l�
Introduced: i1Q km&f I , 2012
Adopted` p4-9 2012
Approved:
�R p'q--Q_"W
Q1 , 2012
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98-0-12
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Elizab6th B. Tisdahl, Mayor
Attest: Approved as to form:
Rody(ey Gr e, City Clerk W. Gra6t Farrar, Corporation Counsel
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98-0-12
EXHIBIT A
Legal Description
LOT A IN PLAT OF CONSOLIDATION OF LOTS 1 TO 8 IN BLOCK 6 IN MCNEILL'S
ADDITION TO EVANSTON, AND PARTS OF LOTS 12 TO 16 IN BLOCK 4 IN GRANT
AND JACKSON'S ADDITION TO EVANSTON, IN SECTION 13, TOWNSHIP 41 NORTH,
RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS.
PIN: 10-13-209-021-0000
Real Estate Address: Lots 3, 4, and 5 and Outlots A and B of the proposed subdivision
commonly known as "Emerson Square", 1600 Foster Avenue, Evanston, Illinois 60201
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EXHIBIT B
Proposed Plat of Subdivision
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8/20/2012
63-R-12
A RESOLUTION
Approving a Plat of Subdivision for 1600 Foster Street
("Emerson Square")
WHEREAS, pursuant to Subsection 4-13-1-(B) of the Evanston City Code
of 1979, as amended (the "City Code"), the City Council may approve of a plat by
means of a resolution; and
WHEREAS, the City intends to subdivide the property commonly known
as "Emerson Square," located at 1600 Foster Street, Evanston, Illinois (the "Subject
Property"), legally described in Exhibit A, which is attached hereto and incorporated
herein by reference; and
• WHEREAS, the City Council hereby finds that the proposed plat complies
with all applicable provisions of Title 4, Chapter 13 of the City Code,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The foregoing recitals are found as fact and incorporated
herein by reference.
SECTION 2: Pursuant to Title 4, Chapter 13 of the City Code, the City
Council hereby approves the proposed Plat of Subdivision, attached hereto as Exhibit B
and incorporated herein by reference.
SECTION 3: The City Manager and/or his designee(s) is/are hereby
authorized and directed to sign, and the City Clerk hereby authorized and directed to
0 attest, any documents necessary to implement the terms of this resolution.
63-R-12 •
SECTION 4: This resolution shall be in full force and effect from and after
the date of its passage and approval in the manner required by law.
Eli a eth B. Tisdahl, Mayor
Atte
110ney Green. , ity Clerk
Adopted: f 4-4-n&A- l d , 2012
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63-R-12
EXHIBIT A
Legal Description
LOT A IN PLAT OF CONSOLIDATION OF LOTS 1 TO 8 IN BLOCK 6 IN MCNEIiLL'S
ADDITION TO EVANSTON, AND PARTS OF LOTS 12 TO 16 IN BLOCK 4 IN GRANT
AND JACKSON'S ADDITION TO EVANSTON, IN SECTION 13, TOWNSHIP 41
NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK
COUNTY, ILLINOIS.
PIN: 10-13-209-021-0000
COMMONLY KNOWN As: 1600 Foster Street, Evanston, Illinois.
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63-R-12 •
EXHIBIT B
Plat of Subdivision
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EMERSON SQUARE SUBDIVISION
OF
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98-0-12
EXHIBIT C is
Purchase and Sale Agreement
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• PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of this
_ day of , 2012, by and between the City of Evanston, an Illinois home rule unit
of government located in Cook County, Illinois ("Seller"), and EMSQ Holding, LLC, an Illinois
limited liability company ("Purchaser").
WITNESSETH:
WHEREAS, Seller is the owner of that certain property in Evanston, Illinois commonly
known as 1600 Foster, and more particularly described on Exhibit A attached hereto and made a
part hereof (the "Property");
WHEREAS, the Property will be subdivided by Seller into several lots prior to the
conveyance to Purchaser; which lots are referred to as Lots 3, 4 and 5 and Outlots A and B in the
Emerson Square Subdivision (each of which is referred to herein as a "Lot");
WHEREAS, Purchaser is an Affiliate of Brinshore Development, LLC, an Illinois limited
liability company;
WHEREAS, Brinshore Development, LLC has entered into that certain Redevelopment
Agreement with Seller Regarding the Neighborhood Stabilization Program 2 Grant Number B-09-
• LN-IL-0026, as amended (the "Redevelopment Agreement"); and
WHEREAS, in accordance with the Redevelopment Agreement, the Seller desires to
convey the Property to Purchaser;
NOW, THEREFORE, for and in consideration of the promises and of the mutual
covenants and agreements hereinafter set forth, the parties agree to the terms of this Agreement,
which reads in its entirety as follows:
•
Agreement to Purchase. Purchaser agrees to purchase and Seller agrees to sell and convey
or cause to be conveyed to Purchaser, or its designee, by Quit Claim Deed (the "Deed"),
good and merchantable title to the Property at the price and subject to the terms, conditions
and provisions hereinafter set forth. The Deed shall be substantially in the form attached
hereto as Exhibit B.
2. Purchase Price. Purchaser agrees to pay and Seller agrees to accept as the purchase price
the sum of $1.00 ("Purchase Price") payable at closing.
3. Survey. Purchaser has obtained, at its own cost, a survey of the Property.
124353.1
04. Title Policv.
(a) Seller has previously furnished Purchaser, at Purchaser's expense, a title
commitment with respect to the Property. A copy of the title commitment is
attached hereto as Exhibit C. Purchaser acknowledges that the title commitment is
acceptable to Purchaser.
(b) Purchaser shall, at Purchaser's expense, obtain a title insurance policy by Chicago
Title Insurance Company through its agent, Greater Illinois Title Company, or
another title company acceptable to Purchaser ("Title Insurer"), dated as of the
date Closing (as hereinafter defined) in a nominal amount with extended coverage
over the general exceptions, free and clear of all liens and encumbrances
whatsoever, except for general real estate taxes not due and payable, covenants,
conditions, restrictions and other matters of record shown on the title commitment
and those additional matters approved by Purchaser (the "Permitted Exceptions").
(c) The title commitment shall be conclusive evidence of good and merchantable title
as therein shown as to all matters insured by the policy, subject only to the
exceptions as therein stated. Seller shall also furnish Purchaser an affidavit of title
in customary form covering the date of Closing and showing title in Seller subject
only to the Permitted Exceptions.
• 5. Representations.
(a) Seller's Representations. As an inducement to Purchaser to enter into this
Agreement Seller hereby represents to Purchaser and agrees as follows: .
(i) Seller has the right, power and authority to sell the Property, subject to the
terms and conditions provided for in this Agreement, and to execute, deliver
and perform its obligations under this Agreement and all other instruments,
conveyances and documents to be executed and delivered in connection
with the transaction contemplated herein. This Agreement and all other
documents executed and delivered, or to be executed and delivered by
Seller in connection with this Agreement have been, or at the appropriate
time will be, duly executed and delivered and constitute or, upon such
execution and delivery will constitute, the legal, valid and binding
obligations of Seller, enforceable in accordance with the respective terms
and provisions. No consent or approval of any person, firm, corporation or
governmental authority is required to be obtained by Seller in order for
Seller to enter into this Agreement.
(ii) To the best of Seller's knowledge, there exists no action, suit, litigation or
proceeding affecting the Property to which Seller is a party, and to the
• knowledge of Seller, there is no such action, suit, litigation or proceeding
threatened.
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(iii) Seller is not a "foreign person" as defined in Section 1445 of the Internal •
Revenue Code and is therefore exempt from the withholding requirements
of said Section. Seller shall furnish Purchaser at Closing the exemption
certification set forth in said Section.
(b) Purchaser's Representations. As an inducement to Seller to enter into this
Agreement Purchaser hereby represents to Seller and agrees as follows:
(i) Purchaser has the right, power and authority to purchase the Property,
subject to the terms and conditions provided for in the Agreement, and to
execute, deliver and perform its obligations under this Agreement and all
other instruments, conveyances and documents to be executed and delivered
in connection with the transaction contemplated herein. This Agreement
and all other documents executed and delivered, or to be executed and
delivered by Purchaser in connection with this Agreement have been, or at
the appropriate time will be, duly executed and delivered and constitute or,
upon such execution and delivery will constitute, the legal, valid and
binding obligations of Purchaser, enforceable in accordance with the
respective terms and provisions. No consent or approval of any person,
firm, corporation or governmental authority is required to be obtained by
Purchaser in order for Purchaser to enter into this Agreement.
6. Closing of Sale. •
(a) The Closing ("Closing") shall take place on or before , 2012 or such
other date mutually agreeable to the parties.
(b) At Closing, each party shall, without further consideration, execute and deliver
such additional instruments as may be reasonably requested by the other party in
order to complete and effectuate the transfer of title and ownership of the Property,
provided that such additional instruments (other than these specifically provided for
in this Agreement, and customary Closing documents) shall. not impose cost or
liability on any party. This transaction shall be closed in accordance with the
general provisions of the usual form of New York style escrow agreement then in
use by the Title Insurer, the costs of which escrow shall be paid by Purchaser. Real
estate taxes shall not be prorated. Purchaser shall pay any State, County or other
transfer tax imposed by local ordinance.
7. Conditions Precedent.
(a) The obligations of Seller under this Agreement are contingent upon Seller's
obligation to convey that certain property that is the subject of the Bargain Sale
Agreement by and between Seller and CB Land, LLC, dated of even date herewith.
8. "As Is" Sale. Purchaser acknowledges that it will have adequate opportunity to inspect the •
Property and accepts the risk that any inspection may not disclose all material matters
affecting the Property. SUBJECT ONLY TO THE TERMS OF SECTION 5(a) AND IF
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PURCHASER CLOSES THE TRANSACTION CONTEMPLATED HEREUNDER,
PURCHASER AGREES TO ACCEPT THE PROPERTY IN ITS "AS IS" "WHERE IS"
AND "WITH ALL FAULTS" CONDITION AT CLOSING AND THAT PURCHASER
IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY
KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER OR ITS AGENTS
OR BROKERS, OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON
BEHALF OF SELLER, AS TO ANY MATTERS CONCERNING THE PROPERTY,
INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical
condition and aspects of the Property, including, but not limited to, the structural elements,
seismic aspects of the Property, foundation, roof, appurtenances, access, landscaping,
parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility
systems, facilities and appliances, the square footage within the improvements on the Real
Property and within each tenant space therein, (ii) the quality, nature, adequacy, and
physical condition of soils, geology and any groundwater, (iii) the existence, quality,
nature, adequacy and physical condition of utilities serving the Property, (iv) the
development potential of the Property, and the Property's use, habitability,
merchantability, or fitness, suitability, value or adequacy of the Property for any particular
purpose, (v) the zoning or other legal status of the Property or any other public or private
restrictions on use of the Property, (vi) the compliance of the Property or its operation with
any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and
restrictions of any governmental or quasi -governmental entity or of any other person or
entity, (vii) the quality of any labor and materials used in any improvements on the Real
i Property, (viii) the condition of title to the Property (except the deed warranties), (ix) the
value, economics of the operation or income potential of the Property, or (x) any other fact
or condition which may affect the Property, including without limitation, the physical
condition, value, economics of operation or income potential of the Property. In addition,
Seller shall have no legal obligation to apprise Purchaser regarding any event or other
matter involving the Properly which occurs after the Effective Date or to otherwise update
any due diligence items, unless and until an event or other matter occurs which would
cause Seller to be unable to remake any of its representations or warranties contained in
this Agreement.
9. Brokerage. Purchaser and Seller each represent and warrant to the other that it has had no
dealings with any broker or agent in connection with this Agreement and the subject matter
hereof, and each party agrees to pay, and hold harmless and indemnify the other from and
against, any and all costs, expenses or liabilities for compensation, commissions and other
amounts claimed by any other broker or agent allegedly retained, consulted or employed
by such indemnifying party.
10. Reconvevance Provisions. Seller and Purchaser desire to establish terms and conditions
regarding the possible reconveyance of one or more of the Lots to Seller. The terms and
provisions of this Section 10 will survive the Closing.
• (a) Lot 3 — Seller may require that Purchaser reconvey Lot 3 to Seller if construction of
Phase 2B does not commence by January 1, 2016. Purchaser shall have the right to
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cause Seller to accept a reconveyance of Lot 3 if Purchaser determines, at any time, •
that Brinshore Development, LLC will not proceed with Phase 2B.
(b) Lot 4 — Seller may require that Purchaser reconvey Lot 4 to Seller if construction of
the city park to be constructed on Lot 4 as part of Phase 2A is not completed by
March 31, 2014.
(c) Lot 5 — Seller may require that Purchaser reconvey Lot 5 to Seller if construction of
the public street to be constructed on Lot 5 as part of Phase 2A is not completed by
March 31, 2014, provided that if any housing has been constructed in Phase 2A for
which a temporary or permanent certificate of occupancy has been issued, Seller
must either (i) dedicate Lot 5 as a public street promptly following such
reconveyance or (ii) permit continued use of Lot 5 for ingress and egress by such
residential property.
(d) Outlots A and B — Seller may require that Purchaser reconvey Outlots A and B to
Seller if Outlots A and B (i) are not used for any parking purposes by Phase 2A and
(ii) do not provide any required parking for Phase 2A in accordance with City
codes and ordinances. Provided, however, any reversionary rights of Seller with
respect to Outlots A and B will terminate and expire upon the commencement of
construction of Phase 2B.
11. Miscellaneous.
(a) This Agreement shall be binding upon and shall inure to the benefit of the parties •
hereto and to their respective successors and assigns.
(b) Capitalized terms used by not defined in this letter shall have the meanings ascribed
to them in the Redevelopment Agreement.
(c) This Agreement may be executed in counterparts, each of which shall be an
original, but all of which shall constitute one instrument.
(d) This Agreement (i) contains the entire understanding between the parties hereto
with respect to the transactions contemplated herein; and (ii) may be altered or
amended from time to time only by written instrument executed by both parties
hereto.
(e) This Agreement shall be interpreted in accordance with the laws of the State of
Illinois.
(f) The provisions of the Uniform Vendor and Purchaser Risk Act of the State of
Illinois shall be applicable to this Agreement.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement this day and year
first written above.
SELLER:
CITY OF EVANSTON,
A Home Rule unit of government
L-11A
Print Name: Wally Bobkiewicz
Its: City Manager
PURCHASER:
EMSQ HOLDING, LLC,
an Illinois limited liability company,
• By: Brinshore, Inc., its manager
in
Name:
Its:
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a
Exhibit A
LOTS 3, 4 AND 5 AND OUTLOTS A AND B IN THE EMERSON SQUARE SUBDIVISION
OF A PART OF SECTION 13, TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD
PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS ACCORDING TO THE PLAT
THEREOF, RECORDED ON , 2012 AS DOCUMENT NUMBER
Parcel Number: 10-13-209-021-0000 (part of)
Real Estate Address: 1600 Foster Avenue, Evanston, Illinois
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124353.1
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This document was prepared by:
After recording return to:
EXHIBIT B
DEED
(The above space for recorder's use only)
QUIT CLAIM DEED
The City of Evanston, an Illinois home rule unit of government located in Cook County,
Illinois ("Grantor") having an address of 2100 Ridge Avenue, Evanston, Illinois, 60201, for and in
consideration of ONE AND N0/100 DOLLARS ($1.00) and other good and valuable
considerations in hand paid, the receipt and sufficiency of which are hereby acknowledged, by
these presents does grant, bargain and quit claim to EMSQ Holding, LLC, an Illinois limited
liability company ("Grantee") having an address of 666 Dundee Road, Suite 1102, Northbrook,
Illinois, 60062, all the following real property situated in the County of Cook, in the State of
Illinois ("Property"), to wit:
SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.
Subject to subject to the matters set forth in Exhibit B attached hereto and made a part
hereof.
Grantor covenants as follows:
• 1. The real property is free from all encumbrances made by Grantor.
2. Grantor will warrant and defend the real property hereby conveyed against all lawful
claims and demands of persons claiming by, through or under Grantor, but against no other
person.
Permanent Real Estate Index Number: 10-13-209-021-0000 (part of)
Address of Real Estate: 1600 Foster Avenue, Evanston, Illinois
In Witness Whereof, said Grantor has executed this instrument as of 12012.
By:
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
The undersigned, an Illinois notary public, does hereby certify that
, personally known to me to be the of
Grantor, and personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me in the County stated above this day in person and
severally acknowledged that as such , he/she signed and delivered the said
instrument, pursuant to authority given by the City Council of the City of Evanston, Illinois, and
as his/her free and voluntary act, and as the free and voluntary act of said unit of government, for
the uses and purposes set forth therein.
Given under my hand and notarial seal this day of 12012.
Notary Public
SEND SUBSEQUENT TAX BILLS TO:
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EXHIBIT C
TITLE COMMITMENT
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